Nakamoto Chairman and CEO David Bailey Purchases Additional Shares of Common Stock

Purchases Reflect Confidence in Nakamoto’s Strategy, Assets, and Long-Term Growth

NASHVILLE, Tenn.--(BUSINESS WIRE)--Nakamoto Inc. (Nasdaq: NAKA) (“Nakamoto” or the “Company”) announced that David Bailey, Chairman and Chief Executive Officer, has purchased 191,448 shares of Nakamoto common stock on the open market from May 26, 2026 through May 28, 2026 at an average price of approximately $5.19 per share, for a total investment of $992,837.61. Following the transactions, Mr. Bailey beneficially owns approximately 18.25% of Nakamoto’s outstanding common stock.

Mr. Bailey commented, “The market continues to discount the long-term value of the business, but our conviction in the future has never been stronger. Nakamoto owns and operates the world’s leading Bitcoin media enterprise and event series, manages an established asset management business, and holds more than 5,000 Bitcoin on its balance sheet. Having spent the last 15 years building BTC Inc., UTXO Management, and now Nakamoto, I believe deeply in our mission and the opportunities ahead. My recent purchase of Company stock reflects that conviction, and I remain committed to creating long-term value for our shareholders through disciplined execution and thoughtful capital allocation.”

About Nakamoto Inc.

Nakamoto Inc. (Nasdaq: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media & information services, asset management & financial services, and consulting & advisory services. Nakamoto is the parent company of BTC Inc, the world’s leading Bitcoin media enterprise behind Bitcoin Magazine, The Bitcoin Conference, and Bitcoin for Corporations, and of UTXO Management, a Bitcoin-native asset manager focused on public and private market investments across the Bitcoin ecosystem. For more information, visit nakamoto.com.

Forward-Looking Statements

All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws. Forward-looking statements can be identified by the use of words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow,” “seek,” “see,” “aim,” “target,” or the negative of such terms or other variations thereof. However, the absence of these words does not mean that the statements are not forward-looking.

Forward-looking statements in this press release include, but are not limited to, statements regarding: the implications of Mr. Bailey’s purchases for the Company and its stockholders; expectations regarding the market’s valuation of the Company’s assets, businesses and Bitcoin holdings; expectations regarding the price of the Company’s common stock; the Company’s Bitcoin treasury and asset management strategy, including the deployment and management of its Bitcoin holdings; capital allocation plans; expectations regarding the scaling of operating businesses and expansion of revenue opportunities; the Company’s financial outlook, strategic initiatives, business plans, and growth strategies; and anticipated operational performance for future periods. These forward-looking statements are inherently uncertain and involve numerous assumptions and risks. Factors that could cause actual results to differ materially from those projected include, but are not limited to: (i) the volatility of Bitcoin prices and its impact on the Company’s financial results, including mark-to-market gains and losses on Bitcoin holdings; (ii) the acquisitions of BTC Inc. and UTXO Management may not provide the anticipated benefits, including the inability of the acquired businesses to maintain or grow their current levels of earnings, the Company’s inability to successfully realize cross-selling opportunities, or difficulties and unanticipated costs relating to integration; (iii) risks related to the Company’s existing indebtedness, including collateral requirements, covenant compliance, and cross-default risk; (iv) regulatory developments affecting digital assets and the Company’s business operations; and (v) other important factors detailed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by the Company’s Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other documents that are filed, or will be filed, with the SEC and that are or will be available on the Company’s website at www.nakamoto.com and on the website of the SEC at www.sec.gov.

All forward-looking statements are based on assumptions that the Company believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation of any proxy or vote. Past performance is not indicative of future results.

Media Contact
Carissa Felger / Sam Cohen
Gasthalter & Co.
(212) 257-4170
Nakamoto@gasthalter.com

Investor Relations Contact
Steven Lubka
VP of Investor Relations
(615) 701-8889
Investors@nakamoto.com

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