Nakamoto (NAKA) Proxy filing summary

Executive summary

• Annual meeting scheduled for Dec. 17, 2026, at 9:00 a.m. ET, online; stockholders of record as of Oct. 26, 2026, are eligible.

• Proxy materials are available online; requests for paper or email copies for timely delivery were due by Dec. 7, 2026.

Voting matters and shareholder proposals

• The board recommends FOR Proposals 1, 2 and 4, and FOR each nominee under Proposals 3a and 3b.

• Proposal 1 would amend and restate the charter to declassify the board and immediately establish annual elections for all directors.

• Proposal 3a, conditional on Proposal 1 passing, elects six nominees to serve until the 2027 annual meeting.

• Proposal 3b, if Proposal 1 fails, elects two Class II nominees to serve until the 2029 annual meeting.

• Proposal 4 would permit adjournment if needed to solicit votes on Proposal 1 or establish a quorum.

Board of directors and corporate governance

• The six nominees under Proposal 3a are David Bailey, Charles P. Blackburn, Perianne Boring, Tyler Evans, Greg Xethalis and Mark W. Yusko.

• The two Class II nominees under Proposal 3b are Tyler Evans and Charles P. Blackburn.