Sec Form 4/A Filing - Evans Tyler Matthew @ Nakamoto Inc. - 2026-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Evans Tyler Matthew
2. Issuer Name and Ticker or Trading Symbol
Nakamoto Inc. [ NAKA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Investment Officer
(Last) (First) (Middle)
300 10TH AVE SOUTH
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2026
(Street)
NASHVILLE, TN37203
4. If Amendment, Date Original Filed (MM/DD/YY)
02/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2026 A 17,841,993 ( 1 ) A $ 0 ( 1 ) 20,252,678 ( 2 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $ 0.07 02/20/2026 A 4,118,006 ( 3 ) 02/20/2026 07/30/2028 Common Stock 4,118,006 ( 3 ) 25,421,822 D
Stock Option $ 0.07 02/20/2026 A 2,470,803 ( 3 ) 02/20/2026 07/30/2028 Common Stock 2,470,803 ( 3 ) 25,421,822 D
Stock Option $ 0.07 02/20/2026 A 3,596,392 ( 3 ) 02/20/2026 03/25/2029 Common Stock 3,596,392 ( 3 ) 25,421,822 D
Stock Option $ 0.07 02/20/2026 A 2,745,337 ( 3 ) 02/20/2026 03/25/2029 Common Stock 2,745,337 ( 3 ) 25,421,822 D
Stock Option $ 0.07 02/20/2026 A 12,491,284 ( 3 ) 02/20/2026 07/29/2028 Common Stock 12,491,284 ( 3 ) 25,421,822 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evans Tyler Matthew
300 10TH AVE SOUTH
NASHVILLE, TN37203
Chief Investment Officer
Signatures
/s/ Kyle Simon, as attorney-in-fact 03/16/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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