SEC Form 4 · accession 0001493152-26-040109
Nakamoto Inc. · NAKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David F Bailey
Officer — Chief Executive Officer · Director · 10% Owner
Period of report
Aug 21, 2026
Accepted (ET)
Aug 25, 2026 · 5:46 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001946573
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 21, 2026 | J | 3,744 | $0.00 | D | 3,181,502 | D | |
| Common StockF2 | Aug 21, 2026 | J | 3 | $0.00 | A | 3,181,505 | D | |
| Common StockF3 | Aug 21, 2026 | A | 70,821 | $0.00 | A | 3,252,326 | D | |
| Common Stock | holding | — | — | — | 32,134 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F4 | $7.06 | Aug 21, 2026 | A | 62,500 | A | — | Aug 21, 2036 | Common Stock | 62,500 | 62,500 | D |
Explanation of responses
- F1Reflects the forfeiture and cancellation of 3,744 shares of Common Stock of Nakamoto Inc. (the "Issuer"), par value $0.001 ("Common Stock"), 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.
- F2Reflects the issuance of three 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, the reporting person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.
- F3Reflects 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 service to the Issuer through each applicable vesting date.
- F4This non-qualified stock option (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 engagement 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 15,625 shares of Common Stock, became exercisable on the date of grant.