Citadel-affiliated investment entities and Kenneth Griffin reported passive ownership stakes in Nano Nuclear Energy Inc. common stock. Citadel Securities LLC may be deemed to beneficially own 745,871 Shares, while Citadel Securities Group LP and Citadel Securities GP LLC may each be deemed to beneficially own 758,771 Shares.
Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may each be deemed to beneficially own 1,199,443 Shares, and Mr. Griffin may be deemed to beneficially own 1,958,214 Shares, or 3.9% of the Shares outstanding, based on 50,474,294 Shares outstanding as of December 16, 2025.
What stake in Nano Nuclear Energy Inc. (NNE) does Kenneth Griffin report?
Kenneth Griffin may be deemed to beneficially own 1,958,214 Shares of Nano Nuclear Energy Inc., representing 3.9% of the common stock outstanding, based on 50,474,294 Shares as of December 16, 2025, according to the Schedule 13G/A filing.
How many Nano Nuclear Energy (NNE) shares are attributed to Citadel Advisors entities?
Citadel Advisors LLC, Citadel Advisors Holdings LP, and Citadel GP LLC may each be deemed to beneficially own 1,199,443 Shares of Nano Nuclear Energy Inc., representing 2.4% of the Shares outstanding, based on 50,474,294 Shares as of December 16, 2025, as disclosed.
What is Citadel Securities LLC’s reported ownership in Nano Nuclear Energy (NNE)?
Citadel Securities LLC may be deemed to beneficially own 745,871 Shares of Nano Nuclear Energy Inc., which constitutes 1.5% of the outstanding common stock, according to the ownership percentages calculated on 50,474,294 Shares outstanding as of December 16, 2025.
Is the Citadel and Kenneth Griffin position in NNE reported as passive?
Yes. The filing certifies the securities were not acquired and are not held to change or influence control of Nano Nuclear Energy Inc., but rather on a passive basis, consistent with a Schedule 13G/A, which is used for non‑control-oriented beneficial ownership reporting.
What date triggered this Nano Nuclear Energy (NNE) Schedule 13G/A filing?
The date of the event requiring the Schedule 13G/A filing is December 31, 2025. The reported ownership percentages are based on 50,474,294 Shares outstanding as of December 16, 2025, as referenced from the issuer’s Form S-3/A filed December 23, 2025.
Who signed the Nano Nuclear Energy (NNE) Schedule 13G/A for the reporting persons?
Seth Levy signed the Schedule 13G/A multiple times as Authorized Signatory for the Citadel entities and as attorney-in-fact for Kenneth Griffin, under a power of attorney previously filed with the SEC and incorporated by reference in this ownership report.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Nano Nuclear Energy Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share (the "Shares")
(Title of Class of Securities)
63010H108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel Securities GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
758,771.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
758,771.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
758,771.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 50,474,294 Shares outstanding as of December 16, 2025 (according to the issuer's Form S-3/A as filed with the Securities and Exchange Commission on December 23, 2025).
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel Securities LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
745,871.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
745,871.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
745,871.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
BD, OO
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel Securities Group LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
758,771.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
758,771.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
758,771.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel Advisors LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,199,443.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,199,443.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,443.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
IA, HC, OO
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel Advisors Holdings LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,199,443.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,199,443.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,443.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
HC, PN
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Citadel GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,199,443.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,199,443.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,199,443.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.4 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP No.
63010H108
1
Names of Reporting Persons
Kenneth Griffin
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,958,214.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,958,214.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,958,214.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Nano Nuclear Energy Inc.
(b)
Address of issuer's principal executive offices:
10 Times Square, 30th Floor, New York, NY, 10018
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed by Citadel Securities GP LLC ("CSGP"), Citadel Securities LLC ("Citadel Securities"), Citadel Securities Group LP ("CALC4"), Citadel Advisors LLC ("Citadel Advisors"), Citadel Advisors Holdings LP ("CAH"), Citadel GP LLC ("CGP"), and Mr. Kenneth Griffin (collectively with CSGP, Citadel Securities, CALC4, Citadel Advisors, CAH, and CGP, the "Reporting Persons") with respect to the Shares of the above-named issuer owned by Citadel Securities, Citadel Securities Principal Strategies LLC, a Delaware limited liability company ("CSP"), and Citadel CEMF Investments Ltd., a Cayman Islands limited company ("CCIL"). Such owned Shares may include other instruments exercisable for or convertible into Shares.
CALC4 is the non-member manager of Citadel Securities and CSP. CSGP is the general partner of CALC4. Citadel Advisors is the portfolio manager for CCIL. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP and CSGP.
The filing of this statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement other than the securities actually owned by such person (if any).
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is 830 Brickell Plaza, Miami, Florida 33131.
(c)
Citizenship:
Each of CSGP, Citadel Securities, Citadel Advisors, and CGP is organized as a limited liability company under the laws of the State of Delaware. Each of CALC4 and CAH is organized as a limited partnership under the laws of the State of Delaware. Mr. Griffin is a U.S. citizen.
(d)
Title of class of securities:
Common stock, par value $0.0001 per share (the "Shares")
(e)
CUSIP No.:
63010H108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1. Citadel Securities LLC may be deemed to beneficially own 745,871 Shares.
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own 758,771 Shares.
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own 1,199,443 Shares.
4. Mr. Griffin may be deemed to beneficially own 1,958,214 Shares.
(b)
Percent of class:
1. The number of Shares that Citadel Securities LLC may be deemed to beneficially own constitutes 1.5% of the Shares outstanding.
2. The number of Shares that each of Citadel Securities Group LP and Citadel Securities GP LLC may be deemed to beneficially own constitutes 1.5% of the Shares outstanding.
3. The number of Shares that each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC may be deemed to beneficially own constitutes 2.4% of the Shares outstanding.
4. The number of Shares that Mr. Griffin may be deemed to beneficially own constitutes 3.9% of the Shares outstanding.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
1. Citadel Securities LLC: 0
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 0
(ii) Shared power to vote or to direct the vote:
1. Citadel Securities LLC: 745,871
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 758,771
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 1,199,443
4. Mr. Griffin: 1,958,214
(iii) Sole power to dispose or to direct the disposition of:
1. Citadel Securities LLC: 0
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 0
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 0
4. Mr. Griffin: 0
(iv) Shared power to dispose or to direct the disposition of:
1. Citadel Securities LLC: 745,871
2. Each of Citadel Securities Group LP and Citadel Securities GP LLC: 758,771
3. Each of Citadel Advisors LLC, Citadel Advisors Holdings LP and Citadel GP LLC: 1,199,443
4. Mr. Griffin: 1,958,214
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Citadel Securities GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Securities LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Securities Group LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Advisors LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel Advisors Holdings LP
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Citadel GP LLC
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, Authorized Signatory
Date:
02/17/2026
Kenneth Griffin
Signature:
/s/ Seth Levy
Name/Title:
Seth Levy, attorney-in-fact*
Date:
02/17/2026
Comments accompanying signature: * Seth Levy is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Advisors LLC on Schedule 13G for Allakos Inc. on October 13, 2023.
