Nakamoto (NAKA) CIO granted 17.8M shares plus options in merger awards

Rhea-AI Filing Summary

Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards in an amended insider filing. On February 20, 2026, he received 17,841,993 shares of Common Stock as a grant/award, consisting of 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement. He also was granted several fully vested stock options, each exercisable on a one-for-one basis for Common Stock at a $0.07 exercise price, with expiration dates in 2028 and 2029, which were assumed pursuant to the BTC Merger Agreement. Following these transactions, his direct Common Stock holdings were 20,252,678 shares. The amended Form 4 is stated to be filed solely to correct a scrivener's error in the previously disclosed total beneficial ownership.

Insights

Equity compensation analyst

Large merger-related equity awards to Nakamoto’s CIO, but no open-market buying or selling.

Nakamoto Inc. granted its Chief Investment Officer substantial equity tied to completed merger transactions. He received 17,841,993 Common shares plus fully vested stock options with a $0.07 exercise price, all exercisable one-for-one into Common Stock.

The options were assumed under a BTC Merger Agreement and expire in 2028 and 2029, indicating long-dated, low-strike incentives rather than short-term trading. The filing notes post-transaction direct ownership of 20,252,678 Common shares.

The amendment is described as correcting a scrivener’s error in previously reported beneficial ownership, suggesting an administrative fix. There is no indication of open-market purchases or sales; the economic effect is primarily compensation and merger consideration, with overall impact depending on Nakamoto’s total share base disclosed in other filings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Evans Tyler Matthew

(Last) (First) (Middle)

300 10TH AVE SOUTH

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nakamoto Inc. [ NAKA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/24/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		17,841,993(1)	A	$0(1)	20,252,678(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$0.07	02/20/2026		A		4,118,006(3)		02/20/2026	07/30/2028	Common Stock	4,118,006	(3)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		2,470,803(3)		02/20/2026	07/30/2028	Common Stock	2,470,803	(3)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		3,596,392(3)		02/20/2026	03/25/2029	Common Stock	3,596,392	(3)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		2,745,337(3)		02/20/2026	03/25/2029	Common Stock	2,745,337	(3)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		12,491,284(3)		02/20/2026	07/29/2028	Common Stock	12,491,284	(3)	25,421,822	D

Explanation of Responses:

1. Reflects (i) 5,925,156 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock"), received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto (the "BTC Merger Agreement"), and (ii) 11,916,837 shares of Common Stock received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Issuer, UTXO Management GP, LLC, a Tennessee limited liability company, David Bailey, in his individual capacity, the Reporting Person, in his individual capacity, and the equityholder representative party thereto.

2. This Form 4/A is filed solely to correct A SCRIVENER'S ERROR RELATING TO the total amount of securities beneficially owned by the Reporting Person as disclosed in Table I Column 5.

3. Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

	/s/ Kyle Simon, as attorney-in-fact	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did Nakamoto Inc. (NAKA) disclose in this latest Form 4/A?

Nakamoto Inc. disclosed that its Chief Investment Officer, Evans Tyler Matthew, received large equity awards on February 20, 2026. These include common shares and fully vested stock options tied to completed merger agreements, plus a correction of previously reported beneficial ownership totals.

How many Nakamoto Inc. (NAKA) shares did the CIO receive in this filing?

The CIO received 17,841,993 shares of Common Stock as a grant/award. Footnotes state this reflects 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement completed on February 16, 2026.

What stock options were granted to the Nakamoto Inc. (NAKA) CIO?

He received several fully vested stock option grants, all exercisable one-for-one into Common Stock at a $0.07 exercise price. These options have expiration dates in 2028 and 2029 and were assumed by Nakamoto pursuant to the BTC Merger Agreement, according to the footnotes.

Did the Nakamoto Inc. (NAKA) CIO buy or sell shares on the market?

The filing shows only grant or award acquisitions, coded as “A,” with no open-market purchases or sales. All transactions are described as awards, assumed options, or merger-related consideration, not discretionary trading in Nakamoto’s stock on the open market.

Why was this Nakamoto Inc. (NAKA) Form 4/A amended?

The amendment is stated to be filed solely to correct a scrivener’s error in the total number of securities beneficially owned reported in Table I, Column 5. It does not introduce new transactions but corrects previously disclosed ownership figures for the reporting person.

What is the Nakamoto Inc. (NAKA) CIO’s ownership after these transactions?

After the reported grant of 17,841,993 Common shares, the filing lists 20,252,678 Common shares directly owned. This figure reflects post-transaction holdings; it provides ownership context but must be viewed alongside Nakamoto’s total outstanding shares from its periodic reports.