Nakamoto CEO granted 62,500 options, 70,821 RSUs
Nakamoto Inc. (NAKA) reported insider equity activity by Chief Executive Officer and director Bailey David F, who is also a ten percent owner.
Rhea-AI Filing Summary
Nakamoto Inc. (NAKA) reported insider equity activity by Chief Executive Officer and director Bailey David F, who is also a ten percent owner. On August 21, 2026, he received a grant of 62,500 stock options with an exercise price of $7.06 per share, expiring on August 21, 2036. According to the vesting schedule, this non-qualified option vests over four years from August 14, 2025, with a 12‑month cliff; 15,625 shares were vested and became exercisable on the grant date. He also received 70,821 RSUs that time‑vest over two years from August 14, 2026, with no vesting in the first 12 months, then 25% at the cliff and the remaining 75% in equal quarterly installments over the next year. In connection with merger agreements, 3,744 shares of common stock were forfeited and cancelled for no consideration, while 3 shares were issued to him. Additionally, 32,133.836 shares of common stock are reported as held indirectly by his spouse.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Bailey David F
Role
Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Employee Stock Option (right to buy) F4 | 62,500 | $0.00 | $0.00 |
| Other | Common Stock F1 | 3,744 | $0.00 | $0.00 |
| Other | Common Stock F2 | 3 | $0.00 | $0.00 |
| Grant/Award | Common Stock F3 | 70,821 | $0.00 | $0.00 |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 62,500 contracts (Direct);
Common Stock — 3,252,326 shares (Direct);
Common Stock — 32,133.836 shares (Indirect, By Spouse)
Footnotes (4)
- F1. Reflects the forfeiture and cancellation of 3,744 shares of Common Stock of Nakamoto Inc. (the "Issuer"), par value $0.001 ("Common Stock"), for no consideration pursuant to that certain Agreement and Plan of Merger, dated as of 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.
- F2. Reflects the issuance of three shares of Common Stock received by the reporting person pursuant to that certain Agreement and Plan of Merger, dated as of 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, the reporting person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.
- F3. Reflects restricted stock units ("RSUs") that shall time-vest over a 2-year period commencing on August 14, 2026, with no vesting during the first 12 months (the "RSU Cliff Period"), and thereafter, twenty-five percent (25%) of the RSUs shall vest upon completion of the RSU Cliff Period, with the remaining seventy-five percent (75%) vesting in equal quarterly installments over the following 12 months, subject to the RSU award agreement and the reporting person's continued service to the Issuer through each applicable vesting date.
- F4. This non-qualified stock option (the "Option") vests over a 4-year period commencing August 14, 2025, with no vesting during the first 12 months (the "Option Cliff Period"), and thereafter, twenty-five percent (25%) of the shares of Common Stock subject to the Option shall vest upon completion of the Option Cliff Period, with the remaining seventy-five percent (75%) of the shares of Common Stock subject to the Option vesting in equal quarterly installments over the following 36 months, subject to the Option award agreement and the reporting person's continued engagement with the Issuer through each applicable vesting date. No portion of the Option was outstanding or exercisable prior to the date of grant, August 21, 2026; the portion vested as of that date by operation of the vesting schedule, representing 15,625 shares of Common Stock, became exercisable on the date of grant.
Key Figures
Non-qualified stock options granted: 62,500 shares
Option exercise price: $7.06 per share
Option expiration date: August 21, 2036
+5 more
8 metrics
Non-qualified stock options granted
62,500 shares
Employee stock option grant to Bailey David F on August 21, 2026
Option exercise price
$7.06 per share
Exercise price for 62,500 stock options granted August 21, 2026
Option expiration date
August 21, 2036
Expiration of non-qualified stock option for 62,500 shares
Options vested at grant
15,625 shares
Portion of the option that was vested and exercisable on August 21, 2026
RSUs granted
70,821 RSUs
Restricted stock units granted with two-year vesting starting August 14, 2026
Forfeited common shares
3,744 shares
Common stock forfeited and cancelled for no consideration under BTC merger agreement
Common shares issued in UTXO merger
3 shares
Common stock issued to the reporting person under UTXO-related merger agreement
Indirect spouse holdings
32,133.836 shares
Common stock held indirectly by spouse after reported transactions
Key Terms
non-qualified stock option, restricted stock units ("RSUs"), RSU Cliff Period, Option Cliff Period, +1 more
5 terms
non-qualified stock option financial
"This non-qualified stock option (the "Option") vests over a 4-year period"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
restricted stock units ("RSUs") financial
"Reflects restricted stock units ("RSUs") that shall time-vest over a 2-year period"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
RSU Cliff Period financial
"with no vesting during the first 12 months (the "RSU Cliff Period")"
Option Cliff Period financial
"with no vesting during the first 12 months (the "Option Cliff Period")"
Agreement and Plan of Merger regulatory
"pursuant to that certain Agreement and Plan of Merger, dated as of February 16, 2026"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
FAQ
What insider equity grants did NAKA CEO Bailey David F receive on August 21, 2026?
On August 21, 2026, Bailey David F received 62,500 non-qualified stock options with a $7.06 exercise price expiring August 21, 2036, and 70,821 restricted stock units (RSUs) that time-vest over a two-year period starting August 14, 2026.
How do the new NAKA stock options granted to Bailey David F vest?
The non-qualified option for 62,500 shares vests over four years from August 14, 2025, with a 12-month Option Cliff Period. After the cliff, 25% vests, and the remaining 75% vests in equal quarterly installments over the following 36 months; 15,625 shares were vested on August 21, 2026.
What is the vesting schedule for the 70,821 NAKA RSUs granted to Bailey David F?
The 70,821 RSUs time-vest over two years from August 14, 2026, with no vesting during the first 12 months (the RSU Cliff Period). After that, 25% vests at the cliff, and the remaining 75% vests in equal quarterly installments over the next 12 months.
Were the NAKA insider transactions by Bailey David F made under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox is not marked as being under a plan (aff_10b5_one is false), and the footnotes do not state that these transactions were executed pursuant to a Rule 10b5-1 trading plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
