Nakamoto Inc.

08/14/2026 | Press release | Distributed by Public on 08/14/2026 14:48

Nakamoto Reports Second Quarter 2026 Financial and Operating Results (Form 8-K)

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

NASHVILLE, 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
● UTXO 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
● BTC 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 approximately 60% below the previous all-time high. Against that benchmark, 2026 revenue grew approximately 73%, representing a three-year compounded annual growth rate of approximately 20% across a full market cycle. In the Company's view, this cycle-adjusted comparison better reflects the structural growth of the conference franchise.
○ Launched the inaugural Deal Day at this year's Bitcoin Conference, creating a curated forum to connect institutional investors, bankers, and operators to strengthen relationships and facilitate actionable deal flow across the Bitcoin and broader digital asset ecosystem
○ Expanded Bitcoin for Corporations' institutional events platform through the inaugural BFC in NYC symposium, which convened approximately 250 corporate executives, capital allocators, and Bitcoin-industry decision-makers
○ Announced BM TV (Bitcoin Magazine TV), a daily live broadcast network designed to expand Bitcoin Magazine's video media capabilities, increase year-round sponsorship inventory, and deliver institutional-focused coverage of Bitcoin, global markets, geopolitics, and frontier technology across multiple digital platforms

Q2 2026 Financial Summary

($ in thousands) For the Three Months Ended
June 30,
2026 2025
Total operating revenues $ 35,869 $ -
Operating loss (GAAP) (149,079 ) -
Adjusted operating income (non-GAAP) 7,290 -

Media & Information Services:

● Revenue of $25.1 million, including $24.4 million from media and $0.7 million from advisory services
● Operating loss of $75.8 million, $80.6 million of which was a non-cash goodwill impairment charge

Results reflect:

● $22.6 million of revenue generated by Bitcoin 2026
● Growth in Bitcoin for Corporations subscription revenue to $0.7 million
● Expanded institutional and year-round engagement through the inaugural Deal Day, two Bitcoin for Corporations Symposiums, and continued investment in Bitcoin Magazine TV and other recurring revenue opportunities

Asset Management:

● Revenue of $0.5 million; no performance fees were recognized during the quarter
● Operating loss of $25.6 million, $24.6 million of which was a non-cash goodwill impairment charge

Results reflect:

● Management fee revenue impacted by reduced asset values and volatile market conditions

Bitcoin Operations:

● Revenue of $10.4 million from the Company's Bitcoin treasury and derivatives strategy; this includes both gains and losses from the active management of derivatives
● Operating loss of $41.1 million

Results reflect:

● Derivative revenue of $9.3 million from mitigating a portion of our downside exposure to Bitcoin through protective strategies and $1.2 million of derivative revenue from our ongoing strategy of capturing income from the volatility of Bitcoin
● Mark-to-market losses of $48.6 million associated with Bitcoin holdings and a loss of $2.2 million associated with strategic investments

Other:

● Primarily reflects corporate overhead and advisory-related services conducted through Nakamoto Advisory

Discontinued Operations:

● During the second quarter of 2026 we shut down our healthcare operations and reclassified current and prior year healthcare financial results to discontinued operations
● We do not expect there to be significant expenses in future quarters

Liquidity Highlights

During the second quarter of 2026, Nakamoto paid down 45 million USDT of its Bitcoin-backed loan. The repayment was funded mainly through $48 million of net proceeds from the sale of approximately 600 Bitcoin and certain derivative positions. The company was able to reduce its interest expense and reduce leverage while preserving the majority of its Bitcoin holdings. Nakamoto had a Net Leverage - Digital Assets Ratio as of June 30, 2026 of 56%, had cash and cash equivalents of $19.1 million, and total debt of $164.7 million.

During the quarter, Nakamoto actively managed its Bitcoin as both a long-term treasury reserve asset and a component of its operating, financing and income-generating strategies. As of June 30, 2026, the Company held approximately 4,467 Bitcoin with an aggregate fair value of approximately $261.5 million.

Enterprise Value: As of June 30, 2026, the Company's enterprise value was $216.3 million, calculated as market capitalization of $70.7 million based on common shares outstanding and our stock price of $3.95, plus notes payable of $164.7 million, less cash and cash equivalents of $19.1 million. Enterprise value is a market-based valuation reference, is not a measure of financial position prepared in accordance with GAAP, and is not intended as a substitute for any GAAP measure.

Shares Issued and Outstanding: As of June 30, 2026, Nakamoto's shares outstanding were 17,894,943 and fully diluted shares outstanding were 22,361,728.

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.

Nakamoto Inc. published this content on August 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 14, 2026 at 20:48 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]