Massive equity awards granted to Nakamoto Inc. (NAKA) Chief Investment Officer

Rhea-AI Filing Summary

Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards. On February 20, 2026, he acquired stock options labelled as grants or awards, including one for 12,491,284 stock options with a per-share exercise relationship of one option for one share of common stock.

On the same date, he also acquired 17,841,993 shares of common stock at a stated price of $0.00 per share, described as received under two separate merger agreements involving BTC Inc. and UTXO Management GP, LLC. Certain fully vested options were assumed by Nakamoto Inc. pursuant to one of these merger agreements.

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 TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nakamoto 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)
02/20/2026

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	02/20/2026		A		17,841,993(1)	A	$0(1)	20,252,858	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
Stock Option	$0.07	02/20/2026		A		4,118,006(2)		02/20/2026	07/30/2028	Common Stock	4,118,006	(2)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		2,470,803(2)		02/20/2026	07/30/2028	Common Stock	2,470,803	(2)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		3,596,392(2)		02/20/2026	03/25/2029	Common Stock	3,596,392	(2)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		2,745,337(2)		02/20/2026	03/25/2029	Common Stock	2,745,337	(2)	25,421,822	D
Stock Option	$0.07	02/20/2026		A		12,491,284(2)		02/20/2026	07/29/2028	Common Stock	12,491,284	(2)	25,421,822	D

Explanation of Responses:

1. Reflects (i) 5,925,156 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock"), received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto (the "BTC Merger Agreement"), and (ii) 11,916,837 shares of Common Stock received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Issuer, UTXO Management GP, LLC, a Tennessee limited liability company, David Bailey, in his individual capacity, the Reporting Person, in his individual capacity, and the equityholder representative party thereto.

2. Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

	/s/ Kyle Simon, as attorney-in-fact	02/24/2026
	** 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.

FAQ

What insider transactions did Nakamoto Inc. (NAKA) report for Evans Tyler Matthew?

Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew acquired multiple equity awards on February 20, 2026. These included large grants of stock options and common shares, all recorded as grants or awards at a stated price of $0.00 per share.

How many Nakamoto Inc. (NAKA) common shares did the CIO acquire?

The Chief Investment Officer acquired 17,841,993 shares of Nakamoto Inc. common stock. The filing states these shares were received as consideration under two merger agreements involving BTC Inc. and UTXO Management GP, LLC, rather than through an open-market purchase.

What stock options were granted to the Nakamoto Inc. (NAKA) CIO in this Form 4?

The Form 4 shows several grants of stock options to the Chief Investment Officer, including a fully vested option block of 12,491,284 options. Footnotes explain these options are exercisable on a one-for-one basis for common stock and were assumed under the BTC merger agreement.

Are the Nakamoto Inc. (NAKA) CIO’s stock options fully vested?

One block of stock options reported for the Chief Investment Officer is described as fully vested. The footnote states these fully vested options were assumed by Nakamoto Inc. under the BTC merger agreement and are exercisable one-for-one for shares of common stock.

How were the Nakamoto Inc. (NAKA) shares granted to the CIO linked to mergers?

The filing explains that 5,925,156 common shares came from a merger with BTC Inc., and 11,916,837 common shares came from a merger involving UTXO Management GP, LLC. Both allocations were received by the Chief Investment Officer as part of the merger agreements.

Did the Nakamoto Inc. (NAKA) CIO buy or sell shares on the open market?

The reported transactions are classified as grants or awards, not open-market trades. All entries use transaction code A, indicating acquisitions through awards or similar mechanisms, with a transaction price per share of $0.00 rather than a market purchase or sale price.