Nakamoto Inc. (NAKA) CCO awarded 1,685,500 fully vested stock options

Rhea-AI Filing Summary

Nakamoto Inc. reported that Chief Commercial Officer Creighton Andrew John acquired 1,685,500 stock options on February 20, 2026 through a grant or award. According to the footnote, these options are fully vested and exercisable on a one-for-one basis for Nakamoto Inc. common stock. The options were assumed by Nakamoto Inc. under an Agreement and Plan of Merger dated February 16, 2026, and following this grant he holds 1,685,500 options directly.

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^*

Creighton Andrew John

(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 Commercial 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

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
Stock Option	$0.43	02/20/2026		A		1,685,500(1)		02/20/2026	10/30/2035	Common Stock	1,685,500	(1)	1,685,500	D

Explanation of Responses:

1. Reflects 1,685,500 fully vested stock options, exercisable on a one-for-one basis for common stock of the Issuer, par value $0.001, which were assumed by the Issuer 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.

	/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.
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FAQ

What insider transaction did Nakamoto Inc. (NAKA) report for Creighton Andrew John?

Nakamoto Inc. reported that Chief Commercial Officer Creighton Andrew John acquired 1,685,500 stock options. The options were granted as a fully vested award and assumed under a merger agreement, giving him the right to receive common stock on a one-for-one basis.

How many stock options did the Nakamoto Inc. (NAKA) executive receive?

Creighton Andrew John received 1,685,500 stock options in this transaction. The options are fully vested, meaning they can be exercised immediately, and each option is exercisable for one share of Nakamoto Inc. common stock, as described in the accompanying footnote.

What is the nature of the stock options granted to the Nakamoto Inc. (NAKA) CCO?

The stock options are fully vested and exercisable on a one-for-one basis for Nakamoto Inc. common stock. They were assumed by the company under an Agreement and Plan of Merger, indicating they originate from a prior arrangement related to a corporate merger transaction.

Was the Nakamoto Inc. (NAKA) stock option transaction a purchase or an award?

The transaction was classified as a grant, award, or other acquisition rather than an open-market purchase. It reflects the award of 1,685,500 fully vested stock options, assumed in connection with a merger agreement, to Chief Commercial Officer Creighton Andrew John.

How did the merger agreement affect the Nakamoto Inc. (NAKA) executive’s stock options?

The Agreement and Plan of Merger dated February 16, 2026 resulted in Nakamoto Inc. assuming 1,685,500 fully vested stock options for Creighton Andrew John. These options, tied to the merger, are now exercisable one-for-one for Nakamoto Inc. common stock under the company’s structure.