Evans Tyler Matthew 4

4 · Nakamoto Inc. · Filed Feb 24, 2026

Form 4

Period: 2026-02-20

Chief Investment Officer

Transactions

Award
Common Stock
[F1]
2026-02-20+17,841,993→ 20,252,858 total
Award
Stock Option
[F2]
2026-02-20+4,118,006→ 25,421,822 total
Exercise: $0.07From: 2026-02-20Exp: 2028-07-30→ Common Stock (4,118,006 underlying)
Award
Stock Option
[F2]
2026-02-20+2,470,803→ 25,421,822 total
Exercise: $0.07From: 2026-02-20Exp: 2028-07-30→ Common Stock (2,470,803 underlying)
Award
Stock Option
[F2]
2026-02-20+3,596,392→ 25,421,822 total
Exercise: $0.07From: 2026-02-20Exp: 2029-03-25→ Common Stock (3,596,392 underlying)
Award
Stock Option
[F2]
2026-02-20+2,745,337→ 25,421,822 total
Exercise: $0.07From: 2026-02-20Exp: 2029-03-25→ Common Stock (2,745,337 underlying)
Award
Stock Option
[F2]
2026-02-20+12,491,284→ 25,421,822 total
Exercise: $0.07From: 2026-02-20Exp: 2028-07-29→ Common Stock (12,491,284 underlying)

Footnotes (2)

[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.
[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.

Signature

/s/ Kyle Simon, as attorney-in-fact|2026-02-24

Documents

1 file