Sec Form 4 Filing - Evans Tyler Matthew @ Nakamoto Inc. - 2026-08-21

FORM 4 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) X __ 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) 08/21/2026 (Street) NASHVILLE, TN37203 4. If Amendment, Date Original Filed (MM/DD/YY) 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 08/21/2026 J 230 ( 1 ) D $ 0 521,086 ( 2 ) D Common Stock 08/21/2026 J 3 ( 3 ) A $ 0 521,089 D Common Stock 08/21/2026 A 56,657 ( 4 ) A $ 0 577,746 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 Employee Stock Option (right to buy) $ 7.06 08/21/2026 A 250,000 ( 5 )( 6 ) 08/21/2036 Common Stock 250,000 $ 0 885,544 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Evans Tyler Matthew 300 10TH AVE SOUTH NASHVILLE, TN37203 X Chief Investment Officer Signatures /s/Kyle Simon, as attorney-in-fact 08/25/2026 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the forfeiture and cancellation of 230 shares of Common Stock, par value $0.001 per share ("Common Stock"), of Nakamoto Inc. (the "Issuer") for no consideration pursuant to that certain Agreement and Plan of Merger, dated as of 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. ( 2 )Effective May 22, 2026, the Issuer effected a 1-for-40 reverse stock split of the Common Stock. The number of securities reported herein has been adjusted to reflect the reverse stock split. ( 3 )Reflects the issuance of 3 shares of Common Stock received by the reporting person pursuant to that certain Agreement and Plan of Merger, dated as of 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. ( 4 )Reflects restricted stock units ("RSUs") that shall time-vest over a 2-year period commencing on August 14, 2026, with no vesting during the first 12 months (the "RSU Cliff Period"), and thereafter, twenty-five percent (25%) of the RSUs shall vest upon completion of the RSU Cliff Period, with the remaining seventy-five percent (75%) vesting in equal quarterly installments over the following 12 months, subject to the RSU award agreement and the reporting person's continued employment or service to the Issuer through each applicable vesting date. ( 5 )This option is designated an incentive stock option to the maximum extent permitted under Section 422 of the Internal Revenue Code of 1986, as amended, with the balance designated as a nonqualified stock option (the "Option"). ( 6 )The Option vests over a 4-year period commencing August 14, 2025, with no vesting during the first 12 months (the "Option Cliff Period"), and thereafter, twenty-five percent (25%) of the shares of Common Stock subject to the Option shall vest upon completion of the Option Cliff Period, with the remaining seventy-five percent (75%) of the shares of Common Stock subject to the Option vesting in equal quarterly installments over the following 36 months, subject to the Option award agreement and the reporting person's continued employment with the Issuer through each applicable vesting date. No portion of the Option was outstanding or exercisable prior to the date of grant, August 21, 2026; the portion vested as of that date by operation of the vesting schedule, representing 62,500 shares of Common Stock, became exercisable on the date of grant.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.