Nukkleus (NUKK) CEO boosts holdings with shares, warrants and call option

Rhea-AI Filing Summary

Nukkleus Inc. insider Shalom Menachem, who is a director, CEO and more than 10% owner, reported new equity holdings tied to the acquisition of Star 26 Capital, Inc. On January 16, 2026, he acquired 1,992,010 shares of common stock at a reported price of $0, bringing his direct common stock holdings to 3,242,010 shares. On January 15, 2026, he also received 5,018,359 common stock purchase warrants at a reported price of $0. In addition, on January 13, 2026, he acquired a call option covering 1,752,593 derivative securities, giving him the right, under a call option agreement with Esousa Group Holdings LLC, to purchase 498,003 shares of common stock and warrants to purchase 1,254,590 shares of common stock at an exercise price of $1.50 per share once Esousa has sold securities for gross proceeds of $3,000,000.

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^*

Shalom Menachem

(Last) (First) (Middle)

C/O NUKKLEUS INC., 575 FIFTH AVENUE

14TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nukkleus Inc. [ NUKK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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$0.0001 par value per share	01/16/2026		J		1,992,010	A	$0(1)	3,242,010	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
Common Stock Purchase Warrants	$1.5	01/15/2026		J		5,018,359		01/15/2026	01/15/2031	Common	5,018,359	$0(1)	5,018,359	D
Call Option (to Purchase Common Stock and warrants)	$1.5	01/13/2026		A		1,752,593		(2)	(2)	Common	(2)	(2)	1,752,593	D

Explanation of Responses:

1. The securities were issued to the reporting person upon completion of the acquisition by Nukkleus Inc of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc. (the "Star 26") As a result of being a shareholder of Star 26, the Reporting Person received the shares and warrants reported above.

2. The Reporting Person is a party to the Call Option Agreement dated January 13, 2026 with Esousa Group Holdings LLC ("Esousa") pursuant to which the Reporting Person has the right to purchase from Esousa 498,003 shares of Common Stock and warrants to purchase 1,254,590 shares of Common Stock at a per share exercise price of $1.50. The right shall commence only after Esousa has sold a portion of said securities for gross proceeds equal to $3,000,000 (the "Satisfaction Date") and terminate upon the earlier of the parties agreeing in writing to its termination, when Esousa no longer holds the securities and 60 days after the Satisfaction Date.

	/s/ Menachem Shalom	01/20/2026
	** 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).
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FAQ

What insider transactions did NUKK CEO Shalom Menachem report?

Shalom Menachem reported acquiring 1,992,010 shares of Nukkleus Inc. common stock, 5,018,359 common stock purchase warrants, and a call option over 1,752,593 derivative securities, all recorded as directly owned.

How many NUKK common shares does Shalom Menachem own after these transactions?

Following the reported transaction on January 16, 2026, Shalom Menachem beneficially owns 3,242,010 shares of Nukkleus common stock directly.

What are the terms of the common stock purchase warrants reported by NUKKs CEO?

On January 15, 2026, Menachem acquired 5,018,359 common stock purchase warrants at a reported price of $0. Each warrant is tied to Nukkleus common stock, with 5,018,359 underlying shares and an exercise price of $1.50 per share, expiring on January 15, 2031.

What does the call option reported in the NUKK Form 4 allow Shalom Menachem to do?

Under a call option agreement dated January 13, 2026 with Esousa Group Holdings LLC, Menachem has the right to purchase from Esousa 498,003 shares of common stock and warrants to purchase 1,254,590 shares of common stock at a per share exercise price of $1.50, subject to conditions described in the agreement.

When can the NUKK call option held by Shalom Menachem be exercised and when does it terminate?

The call option becomes exercisable after Esousa has sold a portion of the relevant securities for gross proceeds of $3,000,000, defined as the Satisfaction Date. It terminates upon the earlier of the parties agreeing in writing to end it, Esousa no longer holding the securities, or 60 days after the Satisfaction Date.

How are these NUKK securities related to the Star 26 Capital acquisition?

The footnotes explain that the shares and warrants were issued to Menachem upon completion of Nukkleus Inc.s acquisition of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc., reflecting his status as a shareholder of Star 26 before the acquisition.

What is Shalom Menachems role at NUKK as shown in this Form 4?

According to the filing, Shalom Menachem is a director, serves as CEO, and is reported as a more than 10% owner of Nukkleus Inc.