[Form 4] Kindly MD, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Kindly MD, Inc. (NAKA) insider report: Chief Commercial Officer Andrew Creighton was granted 601,503 restricted stock units (RSUs) that will time-vest over four years. There is a 12-month cliff from August 15, 2025, after which 25% vests at cliff completion and the remaining 75% vests in equal quarterly installments over the following 36 months, contingent on continued service. After the grant, Mr. Creighton beneficially owns 3,726,474 shares of common stock. The RSUs were granted at no cash price to the reporting person and are subject to the issuer’s standard vesting and service conditions.

Positive

• Significant alignment of interests: the officer received a large RSU grant tying compensation to long‑term performance and retention
• Clear vesting schedule: a defined 12‑month cliff followed by quarterly vesting provides predictable vesting milestones

Negative

• Potential future dilution: 601,503 RSUs will convert to common shares upon vesting, which may dilute existing shareholders depending on share reserve
• No disclosed performance conditions: the award vests based on service only, not on measurable operational or market milestones

Insights

Compensation & Governance Analyst

TL;DR: A senior officer received a large time‑based RSU grant with a common one‑year cliff and multi‑year quarterly vesting schedule.

The grant of 601,503 RSUs aligns executive incentive with multi‑year retention and performance horizons; the 12‑month cliff reduces short‑term turnover risk and the subsequent quarterly vesting encourages continued service over three additional years. The award increases the officer’s vested stake but is standard in structure and contains no disclosed performance conditions or cash purchase price. From a governance perspective this is a material insider ownership increase that may dilute existing shareholders when RSUs settle into shares, depending on the company’s share reserve and settlement mechanics.

Securities/Corporate Counsel

TL;DR: Form 4 reports a time‑vesting RSU grant and updated beneficial ownership; disclosure appears procedurally complete.

The filing documents a non‑derivative grant and reports the resulting beneficial ownership total of 3,726,474 shares. The RSU vesting schedule is explicitly defined with a cliff and quarterly vesting thereafter; the filing indicates a $0 acquisition price consistent with RSU grants rather than a purchase. No amendments, pledges, or derivative instruments are reported. The form is signed by an attorney‑in‑fact, consistent with delegated filing authority.

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
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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).

1. Name and Address of Reporting Person^*

Creighton Andrew John

(Last) (First) (Middle)

5097 SOUTH 900 EAST, SUITE 100

(Street)

SALT LAKE CITY UT 84117

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Kindly MD, 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 Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/22/2025

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

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	09/22/2025		A		601,503(1)	A	$0	3,726,474	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 reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

	/s/ Kyle Simon, as attorney-in-fact	09/24/2025
	** 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.

FAQ

What did Kindly MD, Inc. (NAKA) report on this Form 4?

The filing reports that Chief Commercial Officer Andrew Creighton was granted 601,503 RSUs which vest over four years and that he now beneficially owns 3,726,474 shares.

How does the RSU vesting schedule work for the grant?

There is a 12‑month cliff from August 15, 2025, after which 25% vests, with the remaining 75% vesting in equal quarterly installments over the next 36 months, subject to continued service.

Did the reporting person pay for the RSUs?

No purchase price is reported; the transaction is shown with a $0 price, consistent with standard RSU grants.

Does the Form 4 show any derivative transactions or option exercises?

No. The filing only reports a non‑derivative grant of RSUs and updated beneficial ownership of common stock.

Who filed the Form 4 on behalf of the reporting person?

The form is executed by Kyle Simon as attorney‑in‑fact on behalf of the reporting person, indicating delegated filing authority.