Nakamoto (NAKA) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 17, 2026; stockholders vote on board declassification, auditor ratification, director elections and possible adjournment.

• The Board recommends “FOR” all proposals; internet delivery of proxy materials is intended to reduce printing costs and environmental impact.

Voting matters and shareholder proposals

• Proposal 1 would declassify the Board and establish annual elections; approval requires a majority of outstanding shares, with abstentions and broker non-votes counting against it.

• If Proposal 1 takes effect before director voting, all six nominees stand for terms through the 2027 annual meeting; otherwise, two Class II nominees stand for terms through 2029.

• Proposal 2 seeks ratification of Wolf & Company, P.C. for FY2026; Proposal 4 would authorize adjournment to solicit votes for Proposal 1 or establish a quorum.

• Proposal 3 elections require a plurality of votes cast; the Board recommends all six nominees under Proposal 3(a) or both Class II nominees under Proposal 3(b), depending on Proposal 1.

Board of directors and corporate governance

• The six nominees are David Bailey, Charles P. Blackburn, Perianne Boring, Tyler Evans, Greg Xethalis and Mark W. Yusko; Blackburn, Boring, Xethalis and Yusko are deemed independent.

• CEO David Bailey also chairs the Board; the Board supports the combined roles, citing his company and industry knowledge and stronger management-Board communication.

• In FY2025, the Board held 19 meetings; each director attended more than 87% of applicable Board meetings.

• A special committee of independent, disinterested directors reviewed and approved the BTC Inc and UTXO acquisitions.