Nakamoto corrects Evans's share ownership balance

Forms 4 filed from February 24 through October 15, 2026 understated post-transaction beneficial ownership by 601,503 shares.

This filing corrects an earlier one, and you can read the original Form 4 if you want to see what changed.

Rhea-AI Filing Summary

Nakamoto Inc. reported a corrected post-transaction balance for Chief Investment Officer and director Tyler Matthew Evans: 20,854,181 shares of common stock. The balance includes 601,503 shares underlying restricted stock units granted on September 22, 2025, which were omitted from the earlier balance. The amendment states that it reports no new grant or other transaction; all amounts are on a pre-reverse-split basis. Forms 4 filed from February 24 through October 15, 2026 understated post-transaction beneficial ownership by 601,503 shares.

Insider Trade Summary

Grant/Award: 17,841,993 shares

Grant/Award 1 txn

Insider Evans Tyler Matthew

Role Chief Investment Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	17,841,993	$0.00	$0.00

Holdings After Transaction: Common Stock — 20,854,181 shares (Direct)

Footnotes (1)

1. F1. This Form 4/A further amends the Reporting Person's Form 4 filed on February 24, 2026, as amended on March 16, 2026, to correct the amount reported in Table I, Column 5. The previously reported balance inadvertently omitted 601,503 shares underlying restricted stock units granted on September 22, 2025 and reported on the Reporting Person's Form 4 filed on September 24, 2025. The corrected balance following the February 20, 2026 transaction is 20,854,181, including those restricted stock units. The transaction information is otherwise unchanged. This amendment does not report a new grant or other new transaction. All amounts are presented on a pre-reverse-split basis. As a result, Forms 4 filed from February 24, 2026 through October 15, 2026 understate the amount of securities beneficially owned following each reported transaction under Item 5 of Table I by 601,503 shares of common stock.

Key Figures

Corrected post-transaction balance: 20,854,181 shares Previously omitted restricted stock units: 601,503 shares Shares in previously reported award acquisition: 17,841,993 shares

3 metrics

Corrected post-transaction balance 20,854,181 shares Common stock; pre-reverse-split basis

Previously omitted restricted stock units 601,503 shares Granted September 22, 2025; included in the corrected balance

Shares in previously reported award acquisition 17,841,993 shares February 20, 2026; transaction information otherwise unchanged; pre-reverse-split basis

Key Terms

restricted stock units, beneficially owned, pre-reverse-split basis

3 terms

restricted stock units financial

"shares underlying restricted stock units granted on September 22, 2025"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

beneficially owned financial

"securities beneficially owned following each reported transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

pre-reverse-split basis technical

"All amounts are presented on a pre-reverse-split basis."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NAKA’s Form 4/A correct?

Nakamoto Inc. corrected Tyler Matthew Evans’s reported balance following the February 20, 2026 transaction to 20,854,181 shares, including 601,503 shares underlying restricted stock units granted on September 22, 2025. The amendment states that it reports no new grant or other new transaction, and that all amounts are on a pre-reverse-split basis.

How many shares did earlier NAKA Forms 4 understate?

Forms 4 filed from February 24, 2026 through October 15, 2026 understated the amount of securities beneficially owned following each reported transaction by 601,503 shares of common stock.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/15/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/15/2026 - 04:05 PM EDT Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

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

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

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

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

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	A	$0	20,854,181(1)	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

Explanation of Responses:

1. This Form 4/A further amends the Reporting Person's Form 4 filed on February 24, 2026, as amended on March 16, 2026, to correct the amount reported in Table I, Column 5. The previously reported balance inadvertently omitted 601,503 shares underlying restricted stock units granted on September 22, 2025 and reported on the Reporting Person's Form 4 filed on September 24, 2025. The corrected balance following the February 20, 2026 transaction is 20,854,181, including those restricted stock units. The transaction information is otherwise unchanged. This amendment does not report a new grant or other new transaction. All amounts are presented on a pre-reverse-split basis. As a result, Forms 4 filed from February 24, 2026 through October 15, 2026 understate the amount of securities beneficially owned following each reported transaction under Item 5 of Table I by 601,503 shares of common stock.

	/s/Kyle Simon, as attorney-in-fact	10/15/2026
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)