NAKA · Nakamoto Inc. · Insider Trading

Reflects the sale of 982 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Nakamoto Inc. (the "Issuer"), upon the partial vesting of a restricted stock unit award granted to the Reporting Person on August 14, 2026, solely to satisfy tax withholding obligations incurred upon vesting.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 27, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 27, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

On August 25, 2026, 3,844 shares of Common Stock of Nakamoto Inc. (the "Issuer"), previously held by the Reporting Person, were returned to Issuer to satisfy obligations pursuant to the terms of the Agreement and Plan of Merger, dated February 17, 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 total shares of Issuer Common Stock beneficially owned by the Reporting Person as reported herein reflect the application of a 40:1 reverse stock split disclosed in Issuer's Form 8-K filed on May 21, 2026. In addition, the current filing corrects for the overreporting of the Reporting Person's beneficial ownership in the Reporting Person's Form 3 filing, which included transaction shares that were not beneficially owned by the Reporting Person at that time.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 25, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 25, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

Reflects 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.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 25, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

This amendment is also being filed to correct the Amount of Securities Beneficially owned by the Reporting Person previously reported on the Form 4 filed on August 25, 2026. Due to an administrative error, the original filing incorrectly reported that 13,442 shares were beneficially owned following the transaction being reported. The correct number of shares beneficially owned, as reported in this amendment, was 65,942 shares.

Reflects the issuance of 3 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, David Bailey, in his individual capacity, the reporting person, in his individual capacity, and the equityholder representative party thereto.

This amendment is being filed to correct an inadvertent typographical error in Table I of the original Form 4, filed August 25, 2026, in which the ownership form codes were incorrectly listed as "Disposed Of (D)," rather than "Securities Acquired (A)." This amendment corrects such detail in Table I to reflect the acquisition of securities.

Reflects 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.

Reflects 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.

Reflects 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 Nakamoto Inc. (the "Issuer") through each applicable vesting date.

Effective May 22, 2026, the Issuer effected a 1-for-40 reverse stock split of the Issuer's Common Stock, par value $0.001 per share. The number of securities reported herein has been adjusted to reflect the reverse stock split.

This 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.

This option is designated an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended, with the balance designated as a nonqualified stock option (the "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 employment 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 62,500 shares of Common Stock, became exercisable on the date of grant.

Reflects the forfeiture and cancellation of 230 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Nakamoto Inc. (the "Issuer") 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.

Effective May 22, 2026, the Issuer effected a 1-for-40 reverse stock split of the Common Stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Reflects 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 employment or service to the Issuer through each applicable vesting date.

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.

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.

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.

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Granted to the Reporting Person on March 12, 2026, as a fully vested stock award under the Issuer's 2025 Equity Incentive Plan in partial satisfaction of the 2025 bonus payment owed to the Reporting Person pursuant to the Reporting Person's employment agreement with the Issuer dated August 14, 2025.

Reflects (i) 96,283,791 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, 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, the Reporting Person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.

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.

This Form 4/A is filed solely to correct A SCRIVENER'S ERROR RELATING TO the total amount of securities beneficially owned by the Reporting Person as disclosed in Table I Column 5.

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.

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.

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.

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.

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.

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.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following December 8, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent three (3) years, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following December 8, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent three (3) years, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects RSUs that shall time-vest over a three (3) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date. Notwithstanding the foregoing, the RSUs and shares subject thereto are contingent upon achievement of a performance goal, such that no such RSUs or shares subject thereto shall vest unless and until reporting person has caused Second Gate Advisory, LLC, an entity owned and controlled by the reporting person, to assign or otherwise transfer certain business arrangements to the issuer.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent of the RSUs (75%) vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a three (3) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.