Nakamoto (NAKA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 17, 2025, and will be held virtually for all shareholders of record as of October 23, 2025.

• Shareholders are encouraged to vote electronically or by mail, with detailed instructions provided for both registered and beneficial owners.

• Proxy materials are primarily distributed via the Internet to reduce environmental impact, with printed copies available upon request.

Voting matters and shareholder proposals

• Four proposals are up for vote: election of two Class I directors, conversion from a Utah to a Delaware corporation, ratification of the independent auditor, and approval to adjourn the meeting if necessary.

• The board recommends voting “FOR” all proposals.

• Shareholder proposals for the 2026 meeting must be submitted by September 8, 2026, with additional advance notice requirements outlined in the bylaws.

Board of directors and corporate governance

• The board consists of six members divided into three classes, with staggered three-year terms.

• Nominees for Class I directors are Perianne Boring and Greg Xethalis, both with significant experience in digital assets and regulatory law.

• A majority of the board is independent per Nasdaq standards.

• The CEO also serves as Chairman; the board holds regular executive sessions and has established audit, compensation, and nominating/governance committees.

• The company has adopted an amended insider trading policy and a code of ethics.