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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Stock Option | 4,118,006 | $0.00 | -- |
| Grant/Award | Stock Option | 2,470,803 | $0.00 | -- |
| Grant/Award | Stock Option | 3,596,392 | $0.00 | -- |
| Grant/Award | Stock Option | 2,745,337 | $0.00 | -- |
| Grant/Award | Stock Option | 12,491,284 | $0.00 | -- |
| Grant/Award | Common Stock | 17,841,993 | $0.00 | -- |
Footnotes (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. 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. 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.
