Nakamoto (NAKA) CEO David F. Bailey Receives RSUs & Option Grant

What Happened

• David F. Bailey, CEO of Nakamoto Inc. (NAKA), received equity awards on August 21, 2026: 70,821 restricted stock units (RSUs) and a 62,500-share non‑qualified stock option, each reported at $0.00 (compensation grants). On the same date 3,744 shares were forfeited/cancelled for no consideration and 3 shares were issued to him pursuant to merger agreements. The option grant is a derivative award; 15,625 shares under the option became exercisable immediately on the grant date by operation of the vesting schedule.

Key Details

• Transaction date: August 21, 2026; Form 4 filed August 25, 2026 (timely filing).
• Awards reported:
  • 70,821 RSUs @ $0.00 (Grant/Award).
  • 62,500-share non‑qualified stock option @ $0.00 (Derivative grant); 15,625 shares vested and became exercisable on grant date.
  • Forfeiture/cancellation of 3,744 common shares @ $0.00.
  • Issuance of 3 common shares @ $0.00.
• Shares owned after transaction: not provided in the excerpt of this filing.
• Footnotes of note:
  • F1: 3,744 shares forfeited/cancelled for no consideration per Agreement and Plan of Merger.
  • F2: 3 shares issued to the reporting person per a separate merger agreement.
  • F3: RSUs vest over 2 years starting Aug 14, 2026, with a 12‑month cliff (25% after cliff, then quarterly vesting).
  • F4: Option vests over 4 years starting Aug 14, 2025, with a 12‑month cliff; 25% vested after cliff and remainder quarterly over 36 months; 15,625 shares became exercisable on grant date.
• Filing timeliness: Filing appears timely (transaction Aug 21; Form 4 filed Aug 25).

Context

• These transactions are grants/compensation (not open‑market purchases or sales) and are recorded at $0.00 because they are awards (and a forfeiture/cancellation under a merger), not cash purchases or disposals.
• The RSUs have a 12‑month cliff, so none of those RSUs were immediately vested on the grant date; the option included an immediately exercisable portion (15,625 shares) due to prior vesting schedule mechanics.
• Awards like these typically reflect compensation or retention arrangements rather than direct market sentiment; they do not indicate an immediate sale of shares.