Welcome to our dedicated page for Nakamoto SEC filings (Ticker: NAKAW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards in an amended insider filing. On February 20, 2026, he received 17,841,993 shares of Common Stock as a grant/award, consisting of 5,925,156 shares under a BTC Merger Agreement and 11,916,837 shares under a UTXO Management GP merger agreement. He also was granted several fully vested stock options, each exercisable on a one-for-one basis for Common Stock at a $0.07 exercise price, with expiration dates in 2028 and 2029, which were assumed pursuant to the BTC Merger Agreement. Following these transactions, his direct Common Stock holdings were 20,252,678 shares. The amended Form 4 is stated to be filed solely to correct a scrivener's error in the previously disclosed total beneficial ownership.
David Bailey, Chairman and CEO of Nakamoto Inc., filed a Schedule 13D reporting beneficial ownership of 119,361,200 shares of common stock, representing 17.33% of the class, based on 688,942,624 shares outstanding as of February 26, 2026.
Bailey’s stake comes from several transactions: the Nakamoto merger (11,160,572 shares), the UTXO merger (11,916,837 shares), the BTC merger (96,283,791 shares), and 751,879 RSUs granted under a consulting agreement. He holds sole voting and dispositive power over these shares.
Bailey states he holds the securities for long‑term investment but may buy or sell more in the future. His shares are subject to lock‑up agreements tied to the Nakamoto, UTXO, and BTC mergers, and he benefits from registration rights that can support future registered sales, including potential underwritten offerings of at least $25 million.
Nakamoto Inc. disclosed that investor Bailey Calli Sullivan is a beneficial owner of more than ten percent of the company’s stock. The Form 3 filing reports direct ownership of 109,959,346 shares of common stock as of February 20, 2026, establishing this large existing position.
Nakamoto Inc. completed stock-for-stock acquisitions of BTC Inc. and UTXO Management GP, LLC, issuing and assuming in total 364,795,104 Nakamoto common shares valued at approximately $81.6 million based on a $0.248 share price. BTC holders received 259,886,237 shares plus 78,427,012 shares reserved for assumed BTC options, while UTXO holders received 26,481,860 shares, with portions of both consideration packages held back for post-closing adjustments and indemnities.
The deals add businesses that together generated about $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income in the 12 months ended September 30, 2025. As of February 25, 2026, common shares outstanding were 683,451,950 and fully diluted shares were 890,148,039. Key insiders now hold significant stakes, including D. Bailey at 17.46%, C. Bailey at 14.47%, and Evans at 6.44%, with their merger shares subject to lock-up agreements for up to 12 months.
Nakamoto Inc. Chief Investment Officer Evans Tyler Matthew reported multiple equity awards. On February 20, 2026, he acquired stock options labelled as grants or awards, including one for 12,491,284 stock options with a per-share exercise relationship of one option for one share of common stock.
On the same date, he also acquired 17,841,993 shares of common stock at a stated price of $0.00 per share, described as received under two separate merger agreements involving BTC Inc. and UTXO Management GP, LLC. Certain fully vested options were assumed by Nakamoto Inc. pursuant to one of these merger agreements.
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.
Nakamoto Inc. filed a Regulation FD update after its CEO discussed pending acquisitions of BTC Inc. and UTXO Management GP, LLC on an X Space hosted by Bitcoin Magazine. During that event he loosely described the targets’ combined revenue as “over roughly $100 million.”
Using preliminary unaudited figures for the 12 months ended December 31, 2025, Nakamoto now states that BTC and UTXO actually generated $78 million of combined revenue. It also discloses a non-GAAP profitability metric for an earlier period: based on preliminary unaudited results for the 12 months ended September 30, 2025, the combined EBITDA of BTC and UTXO was $34,180,486.
The company explains how it defines EBITDA and presents it as a supplemental, non-GAAP measure alongside a reconciliation from GAAP net income. The filing also reiterates extensive forward-looking statement language and risks related to closing and integrating the mergers and to Bitcoin market volatility.
Alyeska Investment Group and related parties have disclosed a significant passive stake in Kindly MD, Inc. According to this Schedule 13G, Alyeska Investment Group, L.P., Alyeska Fund GP, LLC, and Anand Parekh beneficially own 25,612,676 shares of Kindly MD common stock.
This position represents 5.93% of Kindly MD’s outstanding common shares, based on 431,653,091 shares outstanding as reported in the company’s Form 8-K filed on December 18, 2025. The filers certify that the shares were acquired and are held in the ordinary course of business, without the purpose or effect of changing or influencing control of the company.
Nakamoto Inc. entered definitive all-stock merger agreements to acquire BTC Inc. and UTXO Management, expanding its Bitcoin-focused media, events and asset management platform. Nakamoto exercised its option under prior marketing agreements and will issue 336,804,102 shares of common stock for BTC and 26,785,714 shares for UTXO, both priced at $1.12 per share. Based on Nakamoto’s $0.2951 closing price on February 13, 2026, total consideration of 363,589,816 shares is valued at about $107.3 million, subject to customary purchase price adjustments and holdbacks. Independent and audit committee approvals were obtained, prior shareholder approval covers up to 600 million shares at $1.12, and key BTC and UTXO holders will be subject to six- and twelve‑month lock-ups after closing.
Nakamoto Inc., formerly known as Kindly MD, Inc., has formally rebranded its corporate identity. On January 16, 2026, the company filed a Certificate of Amendment in Delaware to change its name to Nakamoto Inc., effective January 21, 2026, and updated its principal office address to 300 10th Ave South, Nashville, TN 37203. The board also approved amended and restated bylaws to reflect the new name, with no other bylaw changes. The company’s common stock will continue trading on the Nasdaq Global Market under the symbol NAKA, and its tradeable warrants will continue to be quoted on the OTC Pink Market under the symbol NAKAW. Existing shareholders do not need to take any action as a result of this rebranding.