SEC 8-K filings with transcript text
Aug 14, 2026
2 ex99-1.htm
Exhibit 99.1
Nakamoto Reports Second Quarter 2026
Financial and Operating Results
First Full Quarter as an Integrated Bitcoin Company Highlights Early Execution, Product Innovation, and Growing Institutional Engagement
Tenn. – August 13, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), a Bitcoin
company that owns and operates a portfolio of Bitcoin-native enterprises, today announced its financial and operating results for the second quarter ended June 30, 2026.
“This was Nakamoto’s first full quarter operating as a combined company, with our media, asset management, and advisory businesses working together,” said David Bailey, Chairman and Chief Executive Officer of Nakamoto. “While our GAAP results reflect significant non-cash charges from goodwill impairment and the decline in Bitcoin’s price, this quarter we delivered the first positive adjusted operating income since Nakamoto became a Bitcoin operating company. We hosted the largest Bitcoin gathering in the world, guided the 210k Capital Fund to complete the first cleared Bitcoin Depositary Receipt trade through prime brokerage and DTCC settlement, and strengthened our capital structure by reducing debt by approximately $45 million. Nakamoto enters the second half with a stronger balance sheet, a focused strategy, and businesses built to lead the Bitcoin economy.”
Q2 2026 Financial Highlights
●Reported total operating revenue of $35.9 million, including:
○$25.6 million from Media & Information Services and Asset Management businesses
○$10.4 million from Bitcoin treasury and derivatives strategy
●Reported operating loss of $149.1 million, primarily driven by:
○$105.2 million of non-cash goodwill impairment charges
○The goodwill impairment is a non-cash charge reflecting a lower valuation of the acquired businesses amid the broader digital asset market decline. Even after this adjustment, the carrying value of the acquired businesses remains approximately in line with the consideration paid at acquisition.
○$48.7 million of mark-to-market losses on our digital assets primarily associated with Bitcoin
●Reported adjusted operating income of $7.3 million, primarily driven by:
○$10.4 million from Bitcoin derivatives revenue
○$3.6 million of adjusted operating income from Media & Information Services related to the success of the Bitcoin 2026 flagship conference (“Bitcoin 2026”)
●Reported net loss of $133.0 million, or $6.65 per diluted share, due primarily to non-cash goodwill impairment and mark to market losses on digital assets
●Reduced outstanding debt by approximately 45 million USDT and extended approximately 105 million USDT of principal to June 30, 2027 under the Company’s refinanced loan terms
●Held 4,467 Bitcoin as of June 30, 2026, with an aggregate fair value of approximately $261.5 million at quarter-end
Q2 2026 Operational Highlights
●Nakamoto:
○Completed the closure of the Company’s legacy healthcare clinics on June 19, 2026, marking Nakamoto’s full transition into a Bitcoin operating company
○Reduced outstanding debt by approximately $45 million, and extended a portion of our loan to June 30, 2027
○Authorized a share repurchase program of up to $25 million, reflecting the Board’s confidence in the Company’s intrinsic value and long-term growth prospects
○Appointed Chief Investment Officer, Tyler Evans, to Nakamoto’s Board of Directors (“Board”), further strengthening the Board’s expertise in Bitcoin-native capital markets, asset management, and strategic capital allocation
Management GP, LLC (“UTXO”):
○Formed UTXO Preferred Income Strategies LP, UTXO’s first structured credit product, establishing a flexible institutional fund structure that expands the firm’s product capabilities and provides foundational infrastructure for the development of additional investment products
○As investment manager, UTXO guided the 210k Capital Fund to complete the first cleared Bitcoin Depositary Receipt trade through traditional prime brokerage and DTCC settlement infrastructure, marking a historic milestone in integrating Bitcoin investment products into established financial markets and demonstrating UTXO’s ability to develop innovative institutional structures
○UTXO’s actively managed Bitcoin fund, 210k Capital, generated a loss of 5% on assets under management during the quarter, compared with a 14% decline for Bitcoin over the same period, demonstrating the fund’s ability to preserve capital and outperform the underlying asset during a volatile market environment
Inc.
○Bitcoin 2026 generated total revenue of $22.6 million. The Company notes that conference revenue has historically tracked the Bitcoin market cycle; the Company believes the appropriate benchmark is the Bitcoin 2023 flagship conference (“Bitcoin 2023”) which earned revenue of $13.1 million. Bitcoin 2023 was the last conference held during a comparable drawdown, when Bitcoin was trading at app
May 13, 2026
2 ex99-1.htm
Exhibit 99.1
Nakamoto Reports First Quarter 2026 Results
Completed Creation of Bitcoin Operating Company with February Acquisitions of BTC Inc and UTXO Management
Tenn. – May 13, 2026 – Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today
announced its results for the first quarter ended March 31, 2026.
Q1 Operational & Financial Highlights
●Completion of the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO Management”) on February 20, 2026, establishing Nakamoto’s foundational operating businesses across media, asset management, and advisory.
●Launched an actively managed Bitcoin derivatives strategy designed to generate yield on treasury assets and enhance capital efficiency while managing downside exposure.
●Reported total operating revenue of $2.7 million, including:
○$1.6 million from operating businesses.
○$1.1 million from Bitcoin treasury and derivatives strategy.
●Reported a net loss of $238.8 million, primarily driven by non-cash and transaction-related items, including:
○$102.5 million mark-to-market loss resulting from the decline in Bitcoin price during the quarter.
○$107.7 million non-cash reduction in the cumulative gain from the Company’s pre-acquisition call option.
○Approximately $8.0 million of transaction-related and integration related costs.
●Held more than 5,000 Bitcoin as of March 31, 2026, with an aggregate fair value of approximately $345 million at quarter-end.
“The first quarter marked a transformational period for Nakamoto as we formally transitioned into a Bitcoin operating company,” said David Bailey, Chief Executive Officer of Nakamoto. “During the quarter, we completed the acquisitions of BTC Inc. and UTXO Management and began integrating the foundational businesses we believe position Nakamoto for long-term growth across the Bitcoin ecosystem. While our reported results reflect only a partial quarter of contribution from these businesses, as well as softer Bitcoin pricing during the period, we remain highly confident in the long-term earnings power of the company we are building. Our focus for the remainder of 2026 is execution — scaling our operating businesses, expanding revenue opportunities, and continuing to build durable shareholder value through disciplined capital allocation and long-term conviction in Bitcoin.”
Financial Summary
$ in thousands For the Quarter Ended March 31,
2026 2025
Total operating revenues $2,678 $580
Operating loss (GAAP) $(126,170) $(1,042)
Adjusted operating loss (non-GAAP) $(7,770) $(1,024)
First Quarter 2026 Financial Highlights
Media & Information Services:
●Revenue of $0.8 million, including $0.5 million from media and $0.4 million from advisory services
●Operating loss of $2.8 million
Results reflect:
●Approximately $0.8 million of amortization of transaction-related intangible assets
●Partial quarter ownership
●No major events during Q1; historically, the businesses have experienced stronger financial performance during quarters with larger scale events
Asset Management:
●Management fee revenue of $0.2 million; no performance fees recognized during this quarter
●Operating loss of $0.5 million
Results reflect:
●Approximately $0.3 million of amortization of transaction-related intangible assets
●Partial quarter ownership
●Lower average assets under management during the period: assets under management totaled approximately $109.5 million as of March 31, 2026
Bitcoin Operations:
●Revenue of $1.1 million generated from the Company’s recently launched Bitcoin treasury and derivatives strategy
●Operating loss of $109.9 million
Results reflect:
●Revenue generated from yield-oriented strategies utilizing the Company’s Bitcoin collateral
●Mark-to-market Bitcoin losses of $102.5 million related to the decline in Bitcoin price from $87,519 as of December 31, 2025, to $68,220 as of March 31, 2026
●Investment losses of $7.9 million related to the mark-to-market decline in the Company’s investment in Metaplanet and loss from our share of Treasury B.V.’s results
Healthcare Operations:
●Revenue of $0.5 million
●Operating loss of $0.6 million
Results reflect:
●Ongoing operating costs associated with legacy healthcare activities as the Company continues its planned wind-down; which is expected to be substantially completed by the end of the second quarter of 2026
Other:
●Primarily reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory
●Operating loss of $12.5 million includes approximately $6.9 million of transaction-related and integration related costs associated with recent acquisitions
The Company has discontinued publishing its supplemental operational dashboard in order to better align external reporting practices with public company reporting timelines.
Liquidity Highlights
During the first quarter of 2026, Nakamoto continued to manage its balance sheet to support ongoing operations and integ
Mar 31, 2026
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Exhibit 99.1
Nakamoto Reports Fourth Quarter and Full Year 2025 Results; Provides Update on Bitcoin Strategy
Built Scalable Bitcoin Operating Company Combining Treasury, Media, Asset Management and Advisory Capabilities
Tenn. – March 30, 2026: Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”), today announced
its financial and operating results for the fourth quarter and full year ended December 31, 2025, along with an update on its Bitcoin strategy and recent developments.
Since launching its Bitcoin strategy in August 2025, Nakamoto has focused on a clear objective: to build a scalable operating company with a Bitcoin treasury as a foundation. Over the past six months, the Company has executed a series of foundational initiatives to position itself as a leading Bitcoin-native company. These efforts have transformed Nakamoto into a vertically integrated operating business with diversified, revenue-generating businesses designed to support long-term growth and compound shareholder value.
Operational Highlights Since Launch of Bitcoin Strategy
●Transformation into a Bitcoin operating company through the merger of Nakamoto Holdings Inc. and KindlyMD Inc, launching our long-term strategy.
●Establishment of a strategic Bitcoin treasury, positioning Bitcoin as a core reserve asset and foundational component of the Company’s capital strategy.
●Completion of the corporate rebrand to Nakamoto Inc., aligning the Company’s identity with its evolution into a Bitcoin-native operating business.
●Expansion beyond a treasury-focused model into a multi-vertical operating business, including:
◌Acquisition of BTC Inc (February 2026), providing a leading media and events company within the Bitcoin ecosystem.
◌Acquisition of UTXO Management (February 2026), adding asset management and capital allocation capabilities across public and private markets.
●Development of an integrated Bitcoin ecosystem, spanning media & information services, asset management & financial services, and advisory & consulting services, designed to generate recurring revenue and support continued growth across the verticals.
●Initiation of the orderly exit of legacy Healthcare Operations, expected to reduce operating losses and streamline Nakamoto’s operating structure.
●Completion of a share repurchase program, purchasing 2,332,206 shares of common stock reflecting management’s confidence in the long-term value of the business.
●Enhancement of executive leadership with the appointment of experienced public company executives, including Teri Gendron as Chief Financial Officer and Treasurer and John Dalton as Chief Accounting Officer and Controller, enhancing the Company’s financial reporting, capital markets capabilities, and operational discipline.
“Nakamoto Holdings entered 2025 with the mandate to launch a public, Bitcoin-native enterprise and executed that vision through the merger with KindlyMD in August 2025,” said David Bailey, Chief Executive Officer of Nakamoto. “Our first year was dedicated to assembling that engine. We established a robust Bitcoin treasury, built a scalable capital strategy, and, with the acquisitions of BTC Inc and UTXO, transitioned into a fully integrated Bitcoin operating business with the scale and infrastructure to drive sustained growth.”
“The next phase of Nakamoto will be defined by execution. We are focused on completing the integration of our acquisitions, driving operating leverage, and scaling our company through expanded products, services, and growth initiatives across each of our verticals. At the same time, we will continue to evaluate high-conviction M&A opportunities that align with our strategy and strengthen our operating capabilities. Our objective is to build a scalable operating company that can allocate capital effectively, adapt to evolving market dynamics, and grow alongside the broader digital asset economy. We remain committed to Bitcoin as a long-term strategic asset and are focused on growing our treasury in a disciplined and capital-efficient manner.”
Strategic Transformation and Bitcoin Operating Company Development
Nakamoto’s execution over the second half of 2025 reflects a strategic shift under the Company’s new leadership team toward the development of a scalable, Bitcoin-native operating business. In the third quarter of 2025, the Company completed a successful fundraising and the merger with Nakamoto Holdings and KindlyMD. In early 2026, the Company rebranded to Nakamoto, signaling the alignment of the public market business with the long-term Bitcoin strategy.
As of February 2026, Nakamoto completed the acquisitions of BTC Inc and UTXO Management. Together, these businesses form an integrated business spanning media, asset management, and advisory services. These verticals are unified in a single operating business with shared infrastructure and governance, designed to generate recurring earnings and support long-term
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