Nano Nuclear (NNE) CFO exercises options and sells stock under plan

Rhea-AI Filing Summary

Nano Nuclear Energy Inc. Chief Financial Officer Jaisun Garcha reported an option exercise and share sales. On January 28, 2026, he exercised 75,000 stock options at an exercise price of $1.50 per share, receiving the same number of common shares.

The same day, he sold Nano Nuclear common stock in three transactions: 39,845 shares at $33.6612, 31,163 shares at $34.3758, and 3,992 shares at $35.2314. These sales were made under a Rule 10b5-1 trading plan adopted in September 2025. After the transactions, he directly owned 250,000 common shares and 265,000 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
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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).

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^*

Garcha Jaisun

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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)		75,000	A	$1.5	325,000	D
Common Stock	01/28/2026		S(2)		39,845	D	$33.6612(3)	285,155	D
Common Stock	01/28/2026		S(2)		31,163	D	$34.3758(4)	253,992	D
Common Stock	01/28/2026		S(2)		3,992	D	$35.2314(5)	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			75,000(1)	(1)	(1)	Common Stock	75,000	$0	265,000	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 $33.1400 to $34.1400. 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 $34.1500 to $34.9300. 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 $35.2100 to $35.2500. 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/ Jaisun Garcha	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) report for its CFO?

Nano Nuclear Energy’s CFO, Jaisun Garcha, exercised 75,000 stock options at $1.50 per share and received 75,000 common shares. On the same day, he sold portions of these shares in three market transactions at prices above $33 per share.

How many Nano Nuclear (NNE) shares does the CFO hold after the reported Form 4?

After the reported transactions, CFO Jaisun Garcha directly owned 250,000 shares of Nano Nuclear common stock. He also held 265,000 stock options as derivative securities, according to the Form 4 ownership tables dated January 28, 2026.

At what prices did the Nano Nuclear (NNE) CFO sell common stock on January 28, 2026?

On January 28, 2026, CFO Jaisun Garcha sold Nano Nuclear common shares in three tranches: 39,845 shares at $33.6612, 31,163 shares at $34.3758, and 3,992 shares at $35.2314, with each price shown as a weighted average.

What stock options did Nano Nuclear (NNE) CFO exercise in this Form 4 filing?

The CFO exercised 75,000 stock options with an exercise price of $1.50 per share. These options were fully vested and exercisable since February 10, 2023 and were set to expire on February 10, 2026, prompting the exercise on January 28, 2026.

Was the Nano Nuclear (NNE) CFO’s share sale part of a Rule 10b5-1 trading plan?

Yes. The Form 4 states that the sales were executed under a Rule 10b5-1 trading plan adopted by CFO Jaisun Garcha in September 2025. Such plans allow pre-arranged trading instructions to be followed regardless of later possession of material nonpublic information.

How were the Nano Nuclear (NNE) CFO’s sale prices determined according to the Form 4?

The reported sale prices are weighted-average prices for trades executed in multiple lots during the day. The Form 4 notes price ranges for each transaction and confirms the CFO will provide detailed trade data to regulators, the issuer, or shareholders upon request.