Tax-driven share sale by Nano Nuclear (NNE) director Berl Jason

Rhea-AI Filing Summary

Nano Nuclear Energy Inc. director Berl Seth Jason completed an open-market sale of 3,664 shares of common stock at a weighted-average price of $27.6867 per share on March 2, 2026. The sale was a non-discretionary “sell to cover” transaction to satisfy tax withholding on previously granted RSUs. After this sale, he held 3,836 common shares directly.

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

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

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^*

Berl Seth Jason

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S(1)		3,664(1)	D	$27.6867(2)	3,836(1)	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

Explanation of Responses:

1. Represents the number of common stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of certain Restricted Stock Units ("RSUs"). The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person. The RSUs were originally granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan, the vesting of which were subject to the Reporting Person's continued service with the Issuer through the vesting date. On December 3, 2025, the RSUs vested as a result of the Reporting Person's continued service with the Issuer through the vesting date.

2. This transaction was executed in multiple trades during the day at prices ranging from $27.6200 to $27.7500. 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/ Seth Jason Berl	03/04/2026
	** 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) report for Berl Seth Jason?

Nano Nuclear Energy reported that director Berl Seth Jason sold 3,664 shares of common stock. The sale was executed on March 2, 2026 as an open-market transaction and was linked to tax withholding on vested Restricted Stock Units.

Why did Berl Seth Jason sell Nano Nuclear Energy (NNE) shares?

The shares were sold to cover tax withholding obligations from the vesting of certain Restricted Stock Units. The filing states this “sell to cover” transaction was executed to fund taxes and did not represent a discretionary trade by the reporting person.

At what price were the Nano Nuclear Energy (NNE) shares sold by Berl Seth Jason?

The reported weighted-average sale price was $27.6867 per share. Trades were executed in multiple lots during the day, at prices ranging from $27.6200 to $27.7500, with full trade details available upon request to the parties listed.

How many Nano Nuclear Energy (NNE) shares does Berl Seth Jason hold after the transaction?

Following the sale, Berl Seth Jason directly owned 3,836 shares of Nano Nuclear Energy common stock. This post-transaction holding reflects the remaining position after selling 3,664 shares to satisfy tax withholding obligations on vested RSUs.

What equity award was involved in Berl Seth Jason’s Nano Nuclear Energy (NNE) share sale?

The sale related to Restricted Stock Units granted on June 3, 2025 under Nano Nuclear Energy’s 2025 Equity Incentive Plan. These RSUs vested on December 3, 2025 after his continued service, triggering tax withholding that was funded by the “sell to cover” transaction.

Was Berl Seth Jason’s Nano Nuclear Energy (NNE) share sale discretionary?

The filing describes the sale as non-discretionary, undertaken solely to cover tax withholding obligations on vested RSUs. It characterizes the transaction as a “sell to cover” event rather than a voluntary decision to reduce his investment in the company.