Nakamoto Inc. (NAKA) CEO acquires 108.2M shares via merger-related award

Rhea-AI Filing Summary

Nakamoto Inc. reported that Chief Executive Officer and 10% owner Bailey David F acquired 108,200,628 shares of Common Stock on February 20, 2026 as a grant or award transaction at a reported price of $0.0000 per share, leaving him with 119,361,200 shares held directly.

According to the footnote, these shares were received in connection with two merger agreements dated February 16, 2026, involving BTC Inc. and UTXO Management GP, LLC, through which Bailey received shares of Nakamoto Inc. in exchange for interests tied to those entities.

Insights

Equity ownership and governance analyst

CEO’s direct stake increases substantially through merger-related share issuance.

The filing shows Bailey David F, Nakamoto Inc.’s CEO and a 10% owner, acquiring 108,200,628 common shares via a grant/award, bringing his direct holdings to 119,361,200 shares. The per-share transaction price is reported as $0.0000, indicating a non-cash equity issuance.

The footnote ties the new shares to two merger agreements dated February 16, 2026, involving BTC Inc. and UTXO Management GP, LLC. This suggests the stake arises from exchanging prior interests in those entities for Nakamoto equity. The filing focuses on recording this change in beneficial ownership; the broader impact depends on terms described in related merger documents.

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).

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^*

Bailey David F

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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		108,200,628(1)	A	$0(1)	119,361,200	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. Reflects (i) 96,283,791 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, 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, the Reporting Person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.

	/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).
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FAQ

What insider transaction did Nakamoto Inc. (NAKA) disclose for Bailey David F?

Nakamoto Inc. disclosed that CEO and 10% owner Bailey David F acquired 108,200,628 shares of Common Stock. The transaction was recorded as a grant or award acquisition at a reported price of $0.0000 per share, increasing his direct holdings to 119,361,200 shares.

On what date did Bailey David F acquire additional Nakamoto Inc. (NAKA) shares?

Bailey David F acquired the additional Nakamoto Inc. Common Stock on February 20, 2026. This date reflects when the grant or award transaction became effective, as recorded in the insider ownership report for the company’s Common Stock.

How many Nakamoto Inc. (NAKA) shares does Bailey David F own after this Form 4 transaction?

After the reported transaction, Bailey David F directly owns 119,361,200 shares of Nakamoto Inc. Common Stock. This total reflects the addition of 108,200,628 shares acquired through the grant or award transaction described in the insider filing.

What was the reported price per share for Bailey David F’s new Nakamoto Inc. (NAKA) shares?

The reported price per share for the 108,200,628 newly acquired Nakamoto Inc. shares was $0.0000. This indicates the transaction was a non-cash grant or award rather than an open-market purchase involving cash consideration for the Common Stock.

How are BTC Inc. and UTXO Management GP, LLC connected to Bailey David F’s Nakamoto Inc. (NAKA) shares?

The footnote explains that the acquired shares came from two merger agreements dated February 16, 2026, involving BTC Inc. and UTXO Management GP, LLC. Through these mergers, Bailey David F received Nakamoto Inc. Common Stock tied to his interests in those entities.

What transaction code is used for Bailey David F’s Nakamoto Inc. (NAKA) Form 4 filing?

The transaction uses code “A,” which the filing describes as a grant, award, or other acquisition. This code confirms the 108,200,628 shares of Nakamoto Inc. Common Stock were acquired as part of an award-type transaction, rather than a traditional market purchase or sale.