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

Rhea-AI Filing Summary

Amanda Fabiano, Chief Operating Officer of Kindly MD, Inc. (NAKA), reported two grants of restricted stock units on 09/22/2025 that increase her direct beneficial ownership to 4,135,337 shares. One grant covers 751,879 RSUs and the second covers 3,383,458 RSUs; both show a transaction price of $0 and are time-vesting over three years with a 12-month cliff beginning August 15, 2025. After the cliff, 25% vests immediately and the remaining 75% vests in equal quarterly installments over the following 24 months, subject to continued service. The larger grant is further contingent on a performance condition: no shares will vest under that grant unless Fabiano causes Second Gate Advisory, LLC (an entity she owns and controls) to assign or transfer certain business arrangements to the issuer. The Form 4 was signed by an attorney-in-fact on 09/24/2025.

Positive

• Insider ownership increased to 4,135,337 shares following the reported RSU grants, aligning the COO's interests with shareholders
• Vesting schedule includes multi-year retention (12-month cliff then quarterly vesting over 24 months), incentivizing continued service

Negative

• The larger RSU grant is contingent on a performance/transfer condition tied to Second Gate Advisory, LLC, so those shares may never vest if the condition is not met
• None of the awarded RSUs vested immediately due to the 12-month cliff beginning August 15, 2025, limiting near-term share availability

Insights

Corporate Governance Expert

TL;DR: Significant time-vested grants increase insider alignment but include a material contingency tied to a third-party transfer.

The filings show two sizable RSU awards to the COO that materially increase direct beneficial ownership to 4,135,337 shares. Vesting terms include a standard 12-month cliff followed by quarterly vesting over two years, which ties retention incentives to continued service. The second award contains a specific performance/condition precedent requiring assignment or transfer by Second Gate Advisory, LLC before any vesting can occur, introducing execution risk and legal/operational dependency. For governance assessment, this structure aligns management with long-term outcomes but creates a potential conflict of interest that should be disclosed and monitored.

Securities Analyst

TL;DR: Insider ownership rose substantially via zero-price RSUs, but meaningful vesting and contingency limits near-term share availability.

The report documents RSUs granted at a $0 price, increasing direct beneficial ownership to 4,135,337 shares. Because vesting is time-based with a 12-month cliff from August 15, 2025, and additional performance-based conditions apply to the larger grant, these shares are not immediately liquid or dilutive. From a capitalization standpoint, the awards represent potential future share issuance subject to service and a specified transfer condition tied to Second Gate Advisory, LLC. Investors should note the distinction between reported beneficial ownership and currently vested, transferable shares.

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^*

Fabiano Amanda

(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 Operating 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	751,879	D
Common Stock	09/22/2025		A		3,383,458(2)	A	$0	4,135,337	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 three (3) 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 twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date.

2. This reflects RSUs that shall time-vest over a three (3) 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 twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date. Notwithstanding the foregoing, the RSUs and shares subject thereto are contingent upon achievement of a performance goal, such that no such RSUs or shares subject thereto shall vest unless and until reporting person has caused Second Gate Advisory, LLC, an entity owned and controlled by the reporting person, to assign or otherwise transfer certain business arrangements to the issuer.

	/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

Who filed the Form 4 for Kindly MD, Inc. (NAKA)?

The Form 4 was filed on behalf of Amanda Fabiano, the company's Chief Operating Officer, with the signature executed by an attorney-in-fact on 09/24/2025.

How many RSUs were reported and what is total beneficial ownership?

Two RSU grants were reported: 751,879 RSUs and 3,383,458 RSUs, resulting in 4,135,337 shares beneficially owned following the transactions.

What are the vesting terms for the RSUs reported on 09/22/2025?

Both grants vest over three years with a 12-month cliff starting August 15, 2025; 25% vests after the cliff and the remaining 75% vests in equal quarterly installments over the next 24 months, subject to continued service.

Are there any special conditions that affect vesting?

Yes. The 3,383,458 RSU grant is contingent on a performance requirement: no vesting will occur unless Second Gate Advisory, LLC (owned and controlled by the reporting person) assigns or transfers certain business arrangements to the issuer.

What price was paid for the RSUs reported on Form 4?

The reported transaction price for both RSU grants is $0.