Nakamoto Inc. asks stockholders to approve an amended and restated certificate that, if approved and effective before the director vote, would end its classified board and provide for annual elections. All six incumbent directors would stand for election at the December 17, 2026 virtual annual meeting, for terms ending at the 2027 annual meeting. If the proposal is not approved or the amendment is not effective before the director vote, only the two Class II nominees would stand for election, for terms ending in 2029. Proposal 1 requires approval by holders of a majority of outstanding shares entitled to vote; abstentions and broker non-votes have the same effect as votes against.
On the October 26, 2026 record date, 18,346,473 common shares were outstanding, with one vote per share. Stockholders are also asked to ratify Wolf & Company, P.C. as independent auditor for the fiscal year ending December 31, 2026. The audit committee appointed Wolf on June 17, 2026, after dismissing Sadler, Gibb & Associates. The auditor-transition disclosure says a previously disclosed material weakness in internal control over financial reporting was discussed with Sadler Gibb.
Nakamoto Inc. Chief Executive Officer David F. Bailey’s Form 4/A corrects the reported beneficial-ownership balance following the February 20, 2026 transaction to 120,113,079 common shares. The transaction row continues to report an acquisition of 108,200,628 shares; the amendment says the transaction information is otherwise unchanged and reports no new grant or transaction. The correction includes 751,879 shares underlying restricted stock units granted September 22, 2025. Amounts are on a pre-reverse-split basis. Forms 4 filed through October 15, 2026, understated beneficial ownership following each reported transaction by 751,879 shares.
Nakamoto Inc. reported a corrected post-transaction balance for Chief Investment Officer and director Tyler Matthew Evans: 20,854,181 shares of common stock. The balance includes 601,503 shares underlying restricted stock units granted on September 22, 2025, which were omitted from the earlier balance. The amendment states that it reports no new grant or other transaction; all amounts are on a pre-reverse-split basis. Forms 4 filed from February 24 through October 15, 2026 understated post-transaction beneficial ownership by 601,503 shares.
Nakamoto Inc. (NAKA) director Mark W. Yusko acquired 10,623 common shares as a grant/award on August 21, 2026; reported post-transaction beneficial ownership was 65,942 shares. The amendment corrects the original transaction classification from securities disposed to securities acquired and replaces the previously reported 13,442-share post-transaction amount.
Nakamoto Inc. director Gregory Elias Xethalis acquired 10,623 shares of common stock on August 21, 2026, as a grant or award. His reported direct holdings after the acquisition were 13,442 shares.
Nakamoto Inc. director Perianne Boring McNulty acquired 10,623 common shares as an award on August 21, 2026, at $0 per share, bringing her reported direct holdings to 13,442 shares. This was an award acquisition, not a market purchase. The amendment corrects the original Form 4’s ownership classification from “Disposed Of” to “Securities Acquired.”
Nakamoto Inc. Chief Financial Officer Teresa S. Gendron’s amended Form 4 corrects the prior report’s ownership description: the direct transaction on August 27, 2026, was an award acquisition of 70,821 common shares, not a disposition. The reported price was $0.0000 per share, and her direct holdings following the transaction were 136,437 shares.
Nakamoto Inc.'s Chief Accounting Officer, John Merritt Dalton, acquired 42,492 shares of common stock on August 27, 2026, as a grant or award; the reported price was $0.0000 per share. He held 81,862 shares directly following the transaction. The amendment corrects a typographical error in the original Form 4: the transaction was an acquisition, not a disposition.
Nakamoto Inc. director Charles Phillip Blackburn received a direct grant/award of 10,623 common shares on August 21, 2026, bringing his reported direct holdings to 13,442 shares. The amendment corrects a typographical error in Table I of the original Form 4: the ownership code is corrected from “Disposed Of (D)” to “Securities Acquired (A),” reflecting an acquisition.
Nakamoto Inc. (NAKA) appointed Odyssey Transfer and Trust Company as successor warrant agent, effective October 1, 2026, and as transfer agent and registrar; the company transferred its registered common shares and related records from VStock Transfer, LLC. The amended agreement leaves warrant economics unchanged: it does not change exercise prices, shares issuable upon exercise, or the June 3, 2029 expiration date, except as permitted in connection with the 1-for-40 reverse stock split effective May 22, 2026. As of October 1, 2026, all outstanding warrants were held in book-entry form through The Depository Trust Company and evidenced by global certificates; none was certificated.