Nakamoto Inc. 8-K

What Happened

• On Feb 18, 2026, CEO and Chairman David Bailey participated in an X Space hosted by Bitcoin Magazine and discussed Nakamoto’s pending acquisitions of BTC Inc. and UTXO Management GP, LLC (the “Mergers”).
• During the X Space Mr. Bailey estimated the two targets “as a whole did combined, over a roughly $100 million of revenue.” Nakamoto’s 8‑K (filed Feb 19, 2026) discloses that preliminary unaudited combined revenue for BTC and UTXO for the 12‑month period ended Dec 31, 2025 was $78 million.
• The filing also discloses a combined EBITDA (non‑GAAP) of $34,180,486 based on preliminary unaudited results for the 12‑month period ended Sep 30, 2025 and provides a reconciliation to GAAP net income.

Key Details

• Filing: Form 8‑K (Item 7.01 Regulation FD Disclosure), filed Feb 19, 2026; X Space occurred Feb 18, 2026.
• Revenue (preliminary, unaudited): combined BTC + UTXO = $78 million for the 12 months ended Dec 31, 2025.
• EBITDA (preliminary, unaudited): combined BTC + UTXO = $34,180,486 for the 12 months ended Sep 30, 2025.
• Reconciliation (12 months ended Sep 30, 2025): Revenue — BTC $65,321,216; UTXO $18,169,438; intercompany elimination $(3,011,000); Total $80,479,654. Net income and add‑backs produce EBITDA of $20,628,342 (BTC) and $13,552,144 (UTXO).

Why It Matters

• The 8‑K corrects or clarifies public remarks by the CEO and provides preliminary financial figures for acquisition targets, which are material facts investors may use to assess the potential value of the pending deals.
• The filing emphasizes that EBITDA is a non‑GAAP measure and that the numbers are preliminary and unaudited — investors should treat them as supplemental information, not a substitute for GAAP results.
• Differences in periods referenced (Dec 31, 2025 revenue vs Sep 30, 2025 EBITDA/reconciliation) and the CEO’s informal estimate mean investors should rely on finalized audited results and formal disclosures for valuation or investment decisions.