Item 7.01 Regulation FD Disclosure.

X Space Hosted by Bitcoin Magazine

On February 18, 2026, David Bailey, the Chief Executive Officer and Chairman of the Board of Nakamoto Inc., a Delaware corporation ("Nakamoto"), participated in an X Space hosted by Bitcoin Magazine (the "X Space") during which Mr. Bailey discussed Nakamoto's pending acquisitions of BTC Inc., a Delaware corporation ("BTC") and UTXO Management GP, LLC, a Tennessee liability limited company ("UTXO" and such acquisitions, the "Mergers").

During a portion of the X Space, Mr. Bailey estimated that BTC and UTXO "...as whole did combined, over a roughly $100 million of revenue..." Based on preliminary unaudited results for BTC and UTXO for the 12-month period ended December 31, 2025, the actual combined revenue was $78 million.

The X Space can be found at the following link and is incorporated herein by reference:

https://x.com/i/spaces/1pKkOyyXWLAKj?s=20

Combined EBITDA of BTC and UTXO

During the X Space, Mr. Bailey also made a reference to the combined EBITDA of BTC and UTXO. We define EBITDA as Earnings Before Interest, Taxes, Depreciation, and Amortization ("EBITDA"). Based on preliminary unaudited results for the 12-month period ended September 30, 2025, the combined EBITDA of BTC and UTXO was $34,180,486.

Non-GAAP Financial Measures

This Current Report on Form 8-K contains the following non-GAAP financial measures, consisting of EBITDA. Non-GAAP financial measures are financial measures that are derived from consolidated financial statements, but that are not presented in accordance with generally accepted accounting principles in the United States ("GAAP"). Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute for such measurements. Nakamoto uses these non-GAAP financial measures and other key metrics internally to facilitate analysis of its financial and business trends and for internal planning and forecasting purposes. Nakamoto believes these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance by excluding certain items that may not be indicative of its business, results of operations, or outlook. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental informational purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In particular, other companies, including companies in Nakamoto's industry, may report EBITDA, or similarly titled measures but calculate them differently, which reduces their usefulness as comparative measures.