4Filed Aug 26, 8:00 PM ET

Nakamoto (NAKA) 10% Owner Bailey Calli Sullivan Returns 3,844 Shares

$NAKA · Nakamoto Inc.

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Nakamoto (NAKA) 10% Owner Bailey Calli Sullivan Returns 3,844 Shares

What Happened
Bailey Calli Sullivan, a 10% owner of Nakamoto Inc. (NAKA), disposed of 3,844 shares on August 25, 2026 by returning them to the issuer. The Form 4 reports the transaction as an "Other acquisition or disposition" (code J) at $0.00 per share (total value $0). According to the filing, the shares were returned to satisfy obligations under the Agreement and Plan of Merger dated February 17, 2026.

Key Details

  • Transaction date: August 25, 2026.
  • Transaction type/code: Other acquisition/disposition (J) — shares returned to the issuer.
  • Price and amount: 3,844 shares at $0.00 per share; total reported value $0.
  • Filing date: August 27, 2026 (filed within the usual reporting window).
  • Shares owned after transaction: not specified in this Form 4; the filing notes corrections to prior reporting.
  • Footnotes of note:
    • F1: Shares were returned to the issuer to satisfy obligations under the February 17, 2026 merger agreement.
    • F2: Reported ownership numbers reflect a 40:1 reverse stock split (per Form 8-K on May 21, 2026) and correct an overreporting in the Reporting Person’s earlier Form 3.

Context
This was not an open-market sale but a return/surrender of shares tied to merger-related obligations, so it does not directly signal buying or selling sentiment in the market. As a 10% owner, the Reporting Person is required to disclose such transactions; the filing also corrects prior ownership reporting and adjusts for a recent reverse split.