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

Rhea-AI Filing Summary

Kindly MD, Inc. (NAKA) reports a grant of 751,879 restricted stock units (RSUs) to reporting person David F. Bailey in a transaction dated 09/22/2025. The RSUs vest over four years with a 12-month cliff measured from August 15, 2025: 25% vests at the end of the cliff and the remaining 75% vests in equal quarterly installments over the following 36 months, subject to continued service. After this grant the reporting person beneficially owns 11,912,451 shares. The RSUs have no purchase price reported and are time-based equity compensation intended to align executive incentives with shareholder outcomes.

Positive

• Long-term alignment: RSUs vest over four years with a 12‑month cliff, encouraging retention and focus on multi‑year performance
• No cash outlay required: RSUs have a reported price of $0, indicating time‑based equity rather than an option purchase requirement

Negative

• Potential dilution: The award represents 751,879 additional RSUs which could increase share count if vested and settled
• No performance conditions disclosed: Vesting appears solely time‑based, limiting direct pay‑for‑performance linkage in this filing
• Insufficient context on magnitude: The filing does not disclose total shares outstanding or grant value, preventing assessment of proportionality

Insights

Corporate Governance Expert

TL;DR: A time‑based RSU grant with a one‑year cliff aligns long‑term incentives but creates potential near‑term dilution.

The grant to the CEO/director uses a standard multi‑year vesting structure with a cliff, which reinforces retention and long‑term performance alignment. The filing discloses the exact vesting cadence and that continued service is required for vesting, consistent with customary executive compensation governance. The document does not state whether the award was subject to performance conditions, nor does it disclose board approval details or total shares outstanding for context, limiting assessment of dilution and proportionality.

Compensation Analyst

TL;DR: The RSU package is a sizeable time‑vested award; lack of performance criteria and total share context limits pay‑for‑performance evaluation.

The award of 751,879 RSUs vests 25% after a 12‑month cliff and the remainder quarterly over three years, a conventional retention structure. No exercise price and no performance metrics are disclosed, indicating pure time‑based equity. Without disclosure of grant date fair value, total dilution, or company peer benchmarking, it's not possible to judge whether the grant is market‑competitive or potentially excessive relative to company size.

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).

1. Name and Address of Reporting Person^*

Bailey David F

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		751,879(1)	A	$0	11,912,451	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 of the RSUs (75%) 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).
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FAQ

What did David F. Bailey receive according to the Form 4 for NAKA?

The Form 4 reports a grant of 751,879 restricted stock units (RSUs) to David F. Bailey.

When do the RSUs vest for the NAKA Form 4 grant?

Vesting begins after a 12‑month cliff from August 15, 2025; 25% vests at the cliff and the remaining 75% vests in equal quarterly installments over the following 36 months.

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

The reporting person beneficially owns 11,912,451 shares following the reported transaction.

Does the Form 4 show a purchase price for the RSUs?

The filing reports a price of $0, indicating these are granted RSUs rather than purchased shares.

Are there performance conditions disclosed for the RSU grant in the Form 4?

No performance conditions are disclosed; the explanation describes only time‑based vesting tied to continued service.