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

Rhea-AI Filing Summary

Tyler Matthew Evans, Chief Investment Officer of Kindly MD, Inc. (NAKA), was granted 601,503 restricted stock units (RSUs) on 09/22/2025 at a reported price of $0, bringing his total beneficial ownership to 3,012,188 shares. The RSUs vest over four years with a 12-month cliff beginning August 15, 2025, after which 25% vest at the cliff and the remaining 75% vest in equal quarterly installments over the following 36 months. Vesting is contingent on the reporting person’s continued service through each vesting date. The Form 4 was signed by an attorney-in-fact on 09/24/2025.

Positive

• Significant equity alignment: Grant increases reporting person’s beneficial ownership to 3,012,188 shares, aligning leadership interests with shareholders
• Retention-focused vesting: Four-year schedule with a cliff incentivizes continued service and long-term commitment

Negative

• Delayed vesting: No RSU vesting during the first 12 months (cliff), which postpones any potential share availability or voting influence from these units

Insights

Securities Analyst

TL;DR Insider was granted a sizeable RSU award that materially increases ownership but vests over four years with a one-year cliff.

The grant of 601,503 RSUs is a significant compensation event that increases the reporting person’s beneficial stake to 3,012,188 shares, aligning executive pay with long-term equity ownership. The zero-dollar grant price indicates these are equity awards rather than open-market purchases. The 12-month cliff followed by quarterly vesting over three years emphasizes retention and long-term alignment rather than immediate liquidity. For investors, the award signals management’s continued commitment to the company while also delaying potential share availability to the market until vesting events occur.

Corporate Governance Expert

TL;DR A standard multi-year RSU structure was used to retain the CIO and tie compensation to future performance and service.

The RSU vesting schedule—no vesting for the first twelve months, 25% at the cliff, then equal quarterly vesting over 36 months—is a common retention mechanism. This structure reduces short-term turnover risk and links compensation to continued service. The Form 4 discloses no derivative transactions or dispositions. Documentation is complete regarding vesting mechanics, but the filing does not disclose performance conditions beyond continued service, so assessment of pay-for-performance alignment is limited to time-based vesting.

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

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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^*

Evans Tyler Matthew

(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 Investment 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	3,012,188	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 Tyler Matthew Evans acquire in the Form 4 for NAKA?

The filing shows a grant of 601,503 restricted stock units (RSUs) on 09/22/2025 at a reported price of $0.

How many shares does the reporting person own after the transaction?

Following the reported grant, the reporting person beneficially owns 3,012,188 shares.

What is the vesting schedule for the RSUs granted to the CIO?

The RSUs vest over four years with a 12-month cliff starting August 15, 2025; 25% vests at the cliff and the remaining 75% vests in equal quarterly installments over the next 36 months, subject to continued service.

Was cash paid for the RSU grant reported on the Form 4?

The transaction lists a price of $0, indicating these RSUs were granted rather than purchased for cash.

Does the Form 4 show any derivative transactions or dispositions by the reporting person?

No. The filing reports only the non-derivative RSU grant and does not disclose any derivative transactions or dispositions.