Nakamoto Inc. Settles $1.7 Million in Cumulative Preferred Dividends
Nakamoto Inc. declared and settled $1,703,140 in cumulative unpaid preferred stock dividends in connection with a merger that closed February 19, 2026. The payments covered accrued 6% annual dividends on both Series Seed and Series A Preferred Stock.
Nakamoto Inc., a private technology company, declared $1,703,140 in cumulative unpaid preferred stock dividends and settled the obligation in full on February 19, 2026, in connection with the closing of a merger transaction. Read more dividend announcements.
The dividend declaration covered $714,477 owed to holders of Series Seed Preferred Stock and $988,663 owed to holders of Series A Preferred Stock. Both classes of preferred shares carry a 6% annual cumulative dividend calculated on the original issue price.
The Series Seed shares are entitled to $0.2478 per share per annum. The company has 290,555 shares of Series Seed authorized, issued and outstanding. Annual accruals for the Series Seed total approximately $72,000.
For Series A Preferred Stock, the company has 521,778 shares authorized with 114,111 shares issued and outstanding. Annual accruals for the Series A total approximately $141,220. Combined annual preferred dividends across both series amount to $213,220.
Settlement Details
The dividends were settled through a combination of cash and offsetting arrangements. A portion of the dividends attributable to David Bailey, co-founder and former Chief Executive Officer, was applied against his outstanding related party loan receivable balance of approximately $999,982.
The remaining dividends payable to all other preferred stockholders were settled in cash at the merger closing. The board of directors formally declared the dividends subsequent to December 31, 2025, when the amounts had been accrued and reflected as a current liability on the company's balance sheet.
| Dividend Component | Details |
|---|---|
| Total Amount | $1,703,140 |
| Series Seed Amount | $714,477 |
| Series A Amount | $988,663 |
| Payment Date | February 19, 2026 |
| Record Date | Not specified |
| Ex-Dividend Date | Not specified |
Merger Transaction
The dividend settlement occurred as part of a broader merger transaction that closed February 19, 2026. In connection with the same merger, Nakamoto Inc. repurchased shares held by Fenbushi Capital for approximately $6,700,000. The repurchase price did not include any separately stated payment of accrued preferred dividends.
The company also repaid in full a Simple Agreement for Future Equity (SAFE) for $500,000. The SAFE repayment was triggered by the consummation of the merger, which constituted a liquidation event under the agreement's terms.
As of December 31, 2025, Nakamoto Inc.'s cumulative unpaid preferred dividends had grown to $1,703,140 from $1,489,920 as of December 31, 2024. The increase of $213,200 reflects the annual accrual of 6% dividends on both series of preferred stock.