Nano Nuclear (NNE) CEO Walker exercises options, sells multiple share blocks

Rhea-AI Filing Summary

Nano Nuclear Energy Inc. chief executive and director James John Walker reported multiple insider transactions dated January 28, 2026. He exercised stock options to purchase 170,000 shares of common stock at an exercise price of $1.50 per share, converting previously granted, fully vested options that were set to expire on February 10, 2026.

On the same day, he executed several open-market sales of common stock under a Rule 10b5-1 trading plan adopted in September 2025, with weighted-average sale prices based on trade ranges between $33.1200 and $35.3500. Following these transactions, Walker directly beneficially owned 250,000 shares of common stock and 830,000 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^*

Walker James John

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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)		170,000	A	$1.5	445,000	D
Common Stock	01/28/2026		S(2)		86,098	D	$33.6438(3)	358,902	D
Common Stock	01/28/2026		S(2)		76,171	D	$34.3708(4)	282,731	D
Common Stock	01/28/2026		S(2)		7,731	D	$35.2626(5)	275,000	D
Common Stock	01/28/2026		S(2)		13,581	D	$33.6599(6)	261,419	D
Common Stock	01/28/2026		S(2)		10,609	D	$34.3839(7)	250,810	D
Common Stock	01/28/2026		S(2)		810	D	$35.2733(8)	250,000	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			170,000	(1)	(1)	Common Stock	170,000	$0	830,000	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.

2. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.

3. This transaction was executed in multiple trades during the day at prices ranging from $33.1200 to $34.1200. 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 in multiple trades during the day at prices ranging from $34.1300 to $34.9400. 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.

5. This transaction was executed in multiple trades during the day at prices ranging from $35.2400 to $35.3700. 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.

6. This transaction was executed in multiple trades during the day at prices ranging from $33.1500 to $34.1450. 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 $34.1700 to $34.8900. 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 in multiple trades during the day at prices ranging from $35.2500 to $35.3500. 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/ James John Walker	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.
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FAQ

What insider transactions did Nano Nuclear Energy (NNE) report for January 28, 2026?

Nano Nuclear Energy (NNE) reported that CEO James John Walker exercised options for 170,000 common shares at $1.50 per share, then completed multiple open-market sales of common stock the same day. The transactions were disclosed in a Form 4 insider trading report filed with regulators.

How many Nano Nuclear Energy (NNE) shares did CEO James John Walker acquire and at what price?

James John Walker acquired 170,000 shares of Nano Nuclear Energy common stock by exercising stock options with an exercise price of $1.50 per share. These options were fully vested and exercisable since February 10, 2023, and were scheduled to expire on February 10, 2026.

What sale prices were reported for James John Walker’s Nano Nuclear Energy (NNE) stock sales?

Walker’s common stock sales used weighted-average prices derived from trades within price ranges. Reported ranges spanned from $33.1200 to $34.1200, $34.1300 to $34.9400, $35.2400 to $35.3700, $33.1500 to $34.1450, $34.1700 to $34.8900, and $35.2500 to $35.3500.

Were Nano Nuclear Energy (NNE) CEO James John Walker’s stock sales under a 10b5-1 plan?

Yes. The filing states that at least one transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by James John Walker in September 2025. Such plans prearrange trading parameters, helping insiders trade shares over time under predefined instructions.

How many Nano Nuclear Energy (NNE) shares does CEO James John Walker own after these transactions?

After the reported January 28, 2026 transactions, James John Walker beneficially owned 250,000 shares of Nano Nuclear Energy common stock directly. He also held 830,000 stock options, representing derivative securities that can be exercised into additional common shares under their specified terms.

What were the key terms of the Nano Nuclear Energy (NNE) stock options exercised by James John Walker?

The exercised stock options gave Walker the right to purchase 170,000 common shares at $1.50 per share. According to the filing, these options were fully vested and exercisable on February 10, 2023, with an expiration date of February 10, 2026, prompting the January 28, 2026 exercise.