Nakamoto CEO buys 4,852 shares in open market

Nakamoto Inc. (NAKA) reported open-market purchases of its common stock by Chief Executive Officer and director Bailey David F, who is also a ten percent owner.

Rhea-AI Filing Summary

Nakamoto Inc. (NAKA) reported open-market purchases of its common stock by Chief Executive Officer and director Bailey David F, who is also a ten percent owner. On 2026-08-20, he directly purchased 4,852 shares at a weighted average price of $6.2675 per share, bringing his direct holdings to 3,185,246 shares. On 2026-08-19, entities associated with him purchased 32,133.836 shares at a weighted average price of $5.5885 per share, held indirectly by his spouse; he disclaims beneficial ownership of those spouse-held shares except to the extent of his pecuniary interest.

Insider Trade Summary

Net Buyer: 36,985.836 shares

Net Buy 2 txns

Insider Bailey David F

Role Chief Executive Officer

Bought 36,985.836 shs ($210K)

Type	Security	Shares	Price	Value
Purchase	Common Stock F3	4,852	$6.2675	$30K
Purchase	Common Stock F1, F2	32,133.836	$5.5885	$180K

Holdings After Transaction: Common Stock — 32,133.836 shares (Indirect, By spouse); Common Stock — 3,185,246 shares (Direct)

Footnotes (3)

1. F1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.38 to $5.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
2. F2. The Reporting Person disclaims beneficial ownership of the securities reported herein as held by spouse, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
3. F3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

Key Figures

Direct shares purchased: 4,852 shares Indirect shares purchased (spouse): 32,133.836 shares Weighted average purchase price 2026-08-20: $6.2675 per share +3 more

6 metrics

Direct shares purchased 4,852 shares Common Stock purchased on 2026-08-20 by Bailey David F

Indirect shares purchased (spouse) 32,133.836 shares Common Stock purchased on 2026-08-19, held indirectly by spouse

Weighted average purchase price 2026-08-20 $6.2675 per share Purchases in multiple transactions between $6.25 and $6.36

Weighted average purchase price 2026-08-19 $5.5885 per share Purchases in multiple transactions between $5.38 and $5.82

Direct holdings after transaction 3,185,246 shares Direct NAKA common stock held by Bailey David F after 2026-08-20 purchase

Total reported net shares bought 36,985.836 shares Sum of direct and indirect purchases reported in this Form 4

Key Terms

weighted average price, beneficial ownership, pecuniary interest

3 terms

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

beneficial ownership financial

"The Reporting Person disclaims beneficial ownership of the securities reported herein"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did NAKA report for Bailey David F?

NAKA reported that CEO and director Bailey David F entered into two open-market purchases of common stock on 2026-08-19 and 2026-08-20, totaling 36,985.836 shares acquired directly and indirectly.

How many NAKA shares did the CEO buy directly in this Form 4?

On 2026-08-20, Bailey David F directly purchased 4,852 shares of NAKA common stock at a weighted average price of $6.2675 per share, resulting in 3,185,246 shares held directly after the transaction.

What NAKA shares were purchased indirectly through the CEO’s spouse?

On 2026-08-19, 32,133.836 NAKA common shares were purchased at a weighted average price of $5.5885 per share and are held indirectly by the CEO "By spouse." He disclaims beneficial ownership except for his pecuniary interest.

What price ranges applied to the NAKA share purchases reported?

For the 2026-08-19 purchase, the weighted average price of $5.5885 reflects trades between $5.38 and $5.82. For the 2026-08-20 purchase, the weighted average of $6.2675 reflects trades between $6.25 and $6.36.

Were the NAKA insider purchases made under a Rule 10b5-1 plan?

The filing indicates the Rule 10b5-1 checkbox is not affirmed (aff_10b5_one is false), and the footnotes do not state that the transactions were made pursuant to a Rule 10b5-1 trading plan.

What is the CEO’s direct NAKA share ownership after these transactions?

After the 2026-08-20 transaction, Bailey David F directly holds 3,185,246 shares of NAKA common stock. This figure excludes the 32,133.836 shares held indirectly by his spouse, for which he disclaims beneficial ownership except for pecuniary interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 06:21 PM Accepted by SEC EDGAR 08/21/2026 - 06:21 PM Learn about SEC filing dates

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
Estimated average burden
hours per response:			0.5

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 TENNESSEE 37203

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/19/2026		P		32,133.836	A	$5.5885(1)	32,133.836	I	By spouse(2)
Common Stock	08/20/2026		P		4,852	A	$6.2675(3)	3,185,246	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. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.38 to $5.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The Reporting Person disclaims beneficial ownership of the securities reported herein as held by spouse, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.25 to $6.36, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

	/s/ Kyle Simon, as attorney-in-fact	08/21/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)