Form 4 for NAKA Nakamoto Inc.
Accepted 2026-02-24 00:00:00 ET · period of report 2026-02-20 · accession 0001493152-26-007942 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2026-02-24 | 2026-02-20 | NAKA | Evans Tyler Matthew | CIO | A - Grant | $0.00 | +17.84M | 20.25M | +740% | $0 |
| DM | 2026-02-24 | 2026-02-20 | NAKA | Evans Tyler Matthew | CIO | A - Grant | — | +25.42M | 25.42M | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2026-02-20 | A | A | 17,841,993 | $0.00 | 20,252,858 | D | — | — | (F1) Reflects (i) 5,925,156 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock"), received by the Reporting Person 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 (the "BTC Merger Agreement"), and (ii) 11,916,837 shares of Common Stock received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated 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, David Bailey, in his individual capacity, the Reporting Person, in his individual capacity, and the equityholder representative party thereto. |
| 2 | Derivative | Stock Option | 2026-02-20 | A | A | 4,118,006 | — | 25,421,822 | D | $0.07 · 2026-02-20 to 2028-07-30 | 4,118,006 Common Stock | (F2) Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement. |
| 3 | Derivative | Stock Option | 2026-02-20 | A | A | 2,470,803 | — | 25,421,822 | D | $0.07 · 2026-02-20 to 2028-07-30 | 2,470,803 Common Stock | (F2) Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement. |
| 4 | Derivative | Stock Option | 2026-02-20 | A | A | 3,596,392 | — | 25,421,822 | D | $0.07 · 2026-02-20 to 2029-03-25 | 3,596,392 Common Stock | (F2) Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement. |
| 5 | Derivative | Stock Option | 2026-02-20 | A | A | 2,745,337 | — | 25,421,822 | D | $0.07 · 2026-02-20 to 2029-03-25 | 2,745,337 Common Stock | (F2) Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement. |
| 6 | Derivative | Stock Option | 2026-02-20 | A | A | 12,491,284 | — | 25,421,822 | D | $0.07 · 2026-02-20 to 2028-07-29 | 12,491,284 Common Stock | (F2) Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement. |