Nano Nuclear (NNE) president trades shares via I Financial under 10b5-1 plan

Rhea-AI Filing Summary

Nano Nuclear Energy Inc.’s president and chairman Yu Jiang, through I Financial Ventures Group LLC, reported a series of planned option exercises and share sales in late January 2026. I Financial exercised stock options at an exercise price of $1.50 per share on January 28 and January 29, 2026, receiving multiple blocks of common stock.

On both days, I Financial then sold the corresponding common shares in market transactions at weighted-average prices ranging from $30.2500 to $35.2500, all under a Rule 10b5-1 trading plan adopted in September 2025. Following these transactions, I Financial indirectly held 8,724,000 shares of Nano Nuclear common stock and 500,000 stock options, over which Jiang has investment control and may be deemed a beneficial owner.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Yu Jiang

(Last) (First) (Middle)

10 TIMES SQUARE, 30TH FLOOR

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nano Nuclear Energy Inc. [ NNE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/28/2026		M(1)		179,965	A	$1.5	9,291,965	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		S(1)		179,965	D	$33.8268(2)	9,112,000	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		M(1)		196,474	A	$1.5	9,308,474	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		S(1)		196,474	D	$34.4232(3)	9,112,000	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		M(1)		2,222	A	$1.5	9,114,222	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		S(1)		2,222	D	$35.25(4)	9,112,000	I	By I Financial Ventures Group LLC(1)
Common Stock	01/28/2026		S(5)		184,403	D	$33.8268(6)	8,927,597	I	By I Financial Ventures Group LLC(5)
Common Stock	01/28/2026		S(5)		201,320	D	$34.4232(7)	8,726,277	I	By I Financial Ventures Group LLC(5)
Common Stock	01/28/2026		S(5)		2,277	D	$35.25(8)	8,724,000	I	By I Financial Ventures Group LLC(5)
Common Stock	01/29/2026		M(9)		19,584	A	$1.5	8,743,584	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		S(9)		19,584	D	$30.7623(10)	8,724,000	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		M(9)		87,680	A	$1.5	8,811,680	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		S(9)		87,680	D	$31.807(11)	8,724,000	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		M(9)		10,975	A	$1.5	8,734,975	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		S(9)		10,975	D	$32.8367(12)	8,724,000	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		M(9)		3,100	A	$1.5	8,727,100	I	By I Financial Ventures Group LLC(9)
Common Stock	01/29/2026		S(9)		3,100	D	$33.7406(13)	8,724,000	I	By I Financial Ventures Group LLC(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options(1)	$1.5	01/28/2026		M			378,661	(1)	(1)	Common Stock	378,661	$0	621,339	I	By I Financial Ventures Group LLC(1)
Stock Options(9)	$1.5	01/29/2026		M			121,339	(9)	(9)	Common Stock	121,339	$0	500,000(14)	I	By I Financial Ventures Group LLC(9)

Explanation of Responses:

1. Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person through I Financial (as defined below) at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. The reporting person is the sole shareholder and director of I Financial Ventures Group LLC ("I Financial"), a limited liability company incorporated under the laws of Delaware, which is the record holder of the securities reported herein. The reporting person, as such, has investment control over the securities of the issuer held by I Financial and may be deemed the beneficial owner of such securities. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial.

2. This transaction was executed in multiple trades during the day at prices ranging from $33.1000 to $34.0950. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

3. This transaction was executed in multiple trades during the day at prices ranging from $34.1000 to $34.9600. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

4. This transaction was executed at a price of $35.2500. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

5. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial.

6. This transaction was executed in multiple trades during the day at prices ranging from $33.1000 to $34.0950. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

7. This transaction was executed in multiple trades during the day at prices ranging from $34.1000 to $34.9600. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

8. This transaction was executed at a price of $35.2500. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

9. Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person through I Financial at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 29, 2026, such options were exercised. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial.

10. This transaction was executed in multiple trades during the day at prices ranging from $30.2500 to $31.2400. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

11. This transaction was executed in multiple trades during the day at prices ranging from $31.2600 to $32.2400. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

12. This transaction was executed in multiple trades during the day at prices ranging from $32.3300 to $33.3100. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

13. This transaction was executed in multiple trades during the day at prices ranging from $33.3300 to $34.0000. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.

14. Represent 200,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days of the date of this report and 300,000 shares of common stock issuable to the reporting person upon the exercise of the vested options within 60 days of the date of this report.

	/s/ Jiang Yu	01/30/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Nano Nuclear Energy (NNE) disclose in this Form 4?

Nano Nuclear Energy reported that Yu Jiang, through I Financial Ventures Group LLC, exercised stock options at $1.50 per share and sold the resulting common shares on January 28 and January 29, 2026. All trades were executed under a pre-established Rule 10b5-1 trading plan.

Who executed the Nano Nuclear (NNE) trades reported and how are the shares held?

The transactions were executed in the account of I Financial Ventures Group LLC, a Delaware limited liability company. Yu Jiang is I Financial’s sole shareholder and director and has investment control over its holdings, so he may be deemed the beneficial owner of the reported Nano Nuclear securities.

What prices were received for the Nano Nuclear (NNE) shares sold in this filing?

The common stock sales occurred in multiple trades at weighted-average prices. Disclosed ranges run from $30.2500 to $35.2500, with specific weighted-average prices such as $30.7623, $31.8070, $32.8367, $33.8268, $34.4232, and $35.2500 reported for separate transaction blocks.

How many Nano Nuclear (NNE) shares and options did I Financial hold after these transactions?

After the reported January 2026 transactions, I Financial Ventures Group LLC held 8,724,000 shares of Nano Nuclear common stock indirectly and 500,000 stock options. These remaining options are described as vested and exercisable within 60 days of the report date in the footnotes.

What is the significance of the Rule 10b5-1 trading plan in Nano Nuclear’s Form 4?

The filing states the option exercises and share sales were effected pursuant to a Rule 10b5-1 trading plan adopted in September 2025. Such plans pre-schedule trades, allowing insiders like Yu Jiang, through I Financial, to transact according to preset instructions rather than discretionary timing.

What were the key option terms for Yu Jiang’s Nano Nuclear (NNE) grants?

The stock options exercised carried an exercise price of $1.50 per share, were fully vested and exercisable as of February 10, 2023, and had an expiry date of February 10, 2026. Portions of these options were exercised on January 28 and January 29, 2026 through I Financial.