Nano Nuclear (NNE) 10% holder trades shares via Rule 10b5-1 plan

Rhea-AI Filing Summary

Nano Nuclear Energy Inc.’s 10% owner, I Financial Ventures Group LLC, reported option exercises and share sales in late January 2026. On January 28–29, I Financial exercised stock options with a $1.50 exercise price and sold common shares at weighted-average prices between $30.25 and $35.25 under a Rule 10b5-1 trading plan. Following these transactions, I Financial directly held 8,724,000 shares of Nano Nuclear common stock and 200,000 stock options.

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^*

I Financial Ventures Group LLC

(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)

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

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	D
Common Stock	01/28/2026		S(1)		179,965	D	$33.8268(2)	9,112,000	D
Common Stock	01/28/2026		M(1)		196,474	A	$1.5	9,308,474	D
Common Stock	01/28/2026		S(1)		196,474	D	$34.4232(3)	9,112,000	D
Common Stock	01/28/2026		M(1)		2,222	A	$1.5	9,114,222	D
Common Stock	01/28/2026		S(1)		2,222	D	$35.25(4)	9,112,000	D
Common Stock	01/28/2026		S(5)		184,403	D	$33.8268(6)	8,927,597	D
Common Stock	01/28/2026		S(5)		201,320	D	$34.4232(7)	8,726,277	D
Common Stock	01/28/2026		S(5)		2,277	D	$35.25(8)	8,724,000	D
Common Stock	01/29/2026		M(9)		19,584	A	$1.5	8,743,584	D
Common Stock	01/29/2026		S(9)		19,584	D	$30.7623(10)	8,724,000	D
Common Stock	01/29/2026		M(9)		87,680	A	$1.5	8,811,680	D
Common Stock	01/29/2026		S(9)		87,680	D	$31.807(11)	8,724,000	D
Common Stock	01/29/2026		M(9)		10,975	A	$1.5	8,734,975	D
Common Stock	01/29/2026		S(9)		10,975	D	$32.8367(12)	8,724,000	D
Common Stock	01/29/2026		M(9)		3,100	A	$1.5	8,727,100	D
Common Stock	01/29/2026		S(9)		3,100	D	$33.7406(13)	8,724,000	D

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	321,339	D
Stock Options(9)	$1.5	01/29/2026		M			121,339	(9)	(9)	Common Stock	378,661	$0	200,000	D

Explanation of Responses:

1. Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person 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 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.

	/s/ Jiang Yu, Sole Shareholder and Director of I Financial Ventures Group LLC	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 transactions did Nano Nuclear Energy Inc. (NNE) report?

Nano Nuclear Energy Inc. reported that 10% owner I Financial Ventures Group LLC exercised stock options at $1.50 per share and sold common shares at weighted-average prices between about $30.25 and $35.25, as disclosed in a Form 4 insider trading report for January 2026.

Who is the insider involved in Nano Nuclear Energy Inc. (NNE)’s Form 4 filing?

The insider is I Financial Ventures Group LLC, a 10% owner of Nano Nuclear Energy Inc. The filing notes that I Financial is the record holder of the reported securities and that the transactions were executed in its account under a Rule 10b5-1 trading plan.

How many Nano Nuclear Energy Inc. (NNE) shares does the insider own after the transactions?

After the reported transactions, I Financial Ventures Group LLC directly held 8,724,000 shares of Nano Nuclear common stock. The Form 4 also shows that it held 200,000 stock options following the option exercises and related share sales disclosed for January 28–29, 2026.

At what prices did the Nano Nuclear Energy Inc. (NNE) insider sell shares?

The sales were executed at weighted-average prices ranging from about $30.25 to $35.25 per share. Footnotes explain that each reported price reflects multiple trades within narrower intraday ranges, and detailed trade data is available on request from the insider or the company.

Were the Nano Nuclear Energy Inc. (NNE) insider trades under a Rule 10b5-1 plan?

Yes. The Form 4 states that the option exercises and related sales on January 28 and 29, 2026 were effected under a Rule 10b5-1 trading plan adopted in September 2025 by the reporting person through I Financial Ventures Group LLC, and executed in I Financial’s brokerage account.

What stock options did the Nano Nuclear Energy Inc. (NNE) insider exercise?

The filing shows exercises of stock options originally granted at a $1.50 exercise price per share. These options were fully vested and exercisable since February 10, 2023, with an expiry on February 10, 2026, and were exercised on January 28 and January 29, 2026.