Nakamoto Inc. (NAKA) awards CIO 250K options and 56K RSUs
Rhea-AI Filing Summary
Nakamoto Inc. (NAKA) reported equity transactions by director and Chief Investment Officer Evans Tyler Matthew. He received a grant of 250,000 stock options with a $7.06 exercise price, bringing his option holdings to 885,544. He was also granted 56,657 RSUs with a two-year vesting schedule.
In connection with merger agreements, 230 common shares were forfeited and cancelled for no consideration and 3 common shares were issued. All reported share amounts reflect a 1-for-40 reverse stock split of Nakamoto Inc. common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Buyer: 56,430 shares
Net Buy
4 txns
Insider
Evans Tyler Matthew
Role
Chief Investment Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Employee Stock Option (right to buy) F5, F6 | 250,000 | $0.00 | $0.00 |
| Other | Common Stock F1, F2 | 230 | $0.00 | $0.00 |
| Other | Common Stock F3 | 3 | $0.00 | $0.00 |
| Grant/Award | Common Stock F4 | 56,657 | $0.00 | $0.00 |
Holdings After Transaction:
Employee Stock Option (right to buy) — 885,544 shares (Direct);
Common Stock — 577,746 shares (Direct)
Footnotes (6)
- F1. Reflects the forfeiture and cancellation of 230 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Nakamoto Inc. (the "Issuer") 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. Effective May 22, 2026, the Issuer effected a 1-for-40 reverse stock split of the Common Stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.
- F3. Reflects the issuance of 3 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, David Bailey, in his individual capacity, the reporting person, in his individual capacity, and the equityholder representative party thereto.
- F4. 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 employment or service to the Issuer through each applicable vesting date.
- F5. This option is designated an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended, with the balance designated as a nonqualified stock option (the "Option").
- F6. 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 employment 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 62,500 shares of Common Stock, became exercisable on the date of grant.
Key Figures
Stock options granted: 250,000 options
Option exercise price: $7.06 per share
Options held after grant: 885,544 options
+5 more
8 metrics
Stock options granted
250,000 options
Employee Stock Option grant on 2026-08-21 with right to buy common stock
Option exercise price
$7.06 per share
Conversion or exercise price of the 250,000-share option grant
Options held after grant
885,544 options
Total shares underlying options following the 250,000-share grant
Common shares forfeited
230 shares
Forfeiture and cancellation for no consideration under BTC Inc. merger agreement
Common shares issued via merger
3 shares
Shares received under UTXO Management GP, LLC-related merger agreement
RSUs granted
56,657 RSUs
Restricted stock units that time-vest over a 2-year period commencing on August 14, 2026
Options vested at grant
62,500 shares
Portion of the option that had vested under the schedule and became exercisable on 2026-08-21
Reverse stock split ratio
1-for-40
Reverse split of common stock effective May 22, 2026, reflected in reported amounts
Key Terms
incentive stock option, restricted stock units ("RSUs"), 1-for-40 reverse stock split, Agreement and Plan of Merger
4 terms
incentive stock option financial
"This option is designated an incentive stock option to the maximum extent"
An incentive stock option is a type of employee benefit that gives a worker the right to buy company shares at a fixed price, with special tax advantages if the employee holds the shares for a required period. Think of it as a coupon to buy future shares at today’s price that can result in lower tax on the gain. Investors care because ISOs can dilute share count, align staff incentives with the stock price, and affect company compensation costs and the timing of potential share sales.
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.
1-for-40 reverse stock split financial
"Effective May 22, 2026, the Issuer effected a 1-for-40 reverse stock split"
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 equity awards did Nakamoto Inc. (NAKA) grant to Evans Tyler Matthew?
Evans Tyler Matthew received 250,000 stock options with a $7.06 exercise price and 56,657 restricted stock units (RSUs). The options are partly incentive stock options and vest over four years; the RSUs vest over two years, subject to continued service.
What are the vesting terms of the new stock options for NAKA’s CIO?
The 250,000-share option starts vesting from August 14, 2025. After a one-year cliff, 25% (representing 62,500 shares) vests, with the remaining 75% vesting in equal quarterly installments over the following 36 months, conditioned on continued employment.
How do the RSUs granted by NAKA to Evans Tyler Matthew vest?
The 56,657 RSUs vest over two years starting August 14, 2026. There is a 12-month cliff with no vesting, then 25% vests at the cliff date, and the remaining 75% vests in equal quarterly installments over the next 12 months, subject to continued service.
Did Nakamoto Inc. effect a reverse stock split affecting the reported Form 4 amounts?
Yes. Nakamoto Inc. effected a 1-for-40 reverse stock split of its common stock, effective May 22, 2026. The share amounts reported for the affected transactions, including the 230-share forfeiture, have been adjusted to reflect this reverse stock split.
Was a Rule 10b5-1 trading plan used for these NAKA insider transactions?
No. The Rule 10b5-1 checkbox is marked as false, and the footnotes do not state that any transaction was executed pursuant to a Rule 10b5-1 trading plan, indicating these were not reported as pre-arranged plan trades.
AI-generated analysis. How Rhea-AI works. Not financial advice.
