Nakamoto Inc. (NAKA) CIO receives 600,000-share fully vested bonus grant

Rhea-AI Filing Summary

Evans Tyler Matthew reported acquisition or exercise transactions in this Form 4 filing.

Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew received a grant of 600,000 shares of Common Stock on March 12, 2026. The filing describes this as a fully vested stock award issued under the 2025 Equity Incentive Plan in partial satisfaction of his 2025 bonus payment. Following this award, he directly holds 20,852,678 shares, reflecting compensation rather than an open-market purchase or sale.

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).

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)
03/12/2026

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	03/12/2026		A		600,000(1)	A	$0(1)	20,852,678	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. Granted to the Reporting Person on March 12, 2026, as a fully vested stock award under the Issuer's 2025 Equity Incentive Plan in partial satisfaction of the 2025 bonus payment owed to the Reporting Person pursuant to the Reporting Person's employment agreement with the Issuer dated August 14, 2025.

	/s/ Kyle Simon, as attorney-in-fact	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

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

Nakamoto Inc. reported that Chief Investment Officer Evans Tyler Matthew received a grant of 600,000 Common Stock shares. The award was fully vested and issued as part of his 2025 bonus compensation under the company’s 2025 Equity Incentive Plan, not an open-market purchase.

Was the 600,000-share transaction in NAKA a stock purchase or a compensation grant?

The 600,000-share transaction was a compensation grant, not a stock purchase. The shares were awarded fully vested under Nakamoto Inc.’s 2025 Equity Incentive Plan as partial payment of Evans Tyler Matthew’s 2025 bonus, according to his employment agreement with the company.

How many Nakamoto Inc. (NAKA) shares does Evans Tyler Matthew hold after this Form 4?

After the reported grant, Evans Tyler Matthew directly holds 20,852,678 shares of Nakamoto Inc. Common Stock. This total reflects the addition of 600,000 fully vested shares awarded on March 12, 2026 as part of his 2025 bonus compensation package under the company’s equity plan.

What is the stated price per share for the 600,000-share award in NAKA’s Form 4?

The Form 4 lists a transaction price of $0.0000 per share for the 600,000-share award. This indicates the shares were granted as compensation, not bought in the market, consistent with a fully vested stock award under Nakamoto Inc.’s 2025 Equity Incentive Plan.

Under which plan was the 600,000-share award to Evans Tyler Matthew granted at NAKA?

The 600,000-share award was granted under Nakamoto Inc.’s 2025 Equity Incentive Plan. The filing explains it was issued as a fully vested stock award in partial satisfaction of the 2025 bonus payment owed under Evans Tyler Matthew’s employment agreement dated August 14, 2025.

What does NAKA’s Form 4 say about the vesting of the 600,000-share grant?

The Form 4 states the 600,000-share award granted to Evans Tyler Matthew is fully vested. Because the shares are fully vested, he does not need to satisfy future service or performance conditions, and the grant immediately counts toward his direct ownership in Nakamoto Inc.