[Form 4] Nukkleus Inc. Insider Trading Activity

Rhea-AI Filing Summary

Anastasiia Kotaieva, a director and 10% owner of Nukkleus Inc. (NUKK), reported multiple cashless warrant exercises that materially increased her indirect holdings. On 10/08/2025 and 10/09/2025 she acquired a total of 1,377,421 common shares via cashless exercises and related assignments, bringing her reported indirect beneficial ownership to 1,847,373 shares. The filing also shows a previously exercised pre-funded warrant reassigned on 10/07/2025 and remaining derivative positions that convert into common stock through warrants with various strike prices and expirations through 08/11/2030. The transactions are reported on Form 4 and reflect internal ownership changes via warrant exercises rather than open-market purchases.

Positive

• Director increased ownership to 1,847,373 common shares, aligning board-level interests with shareholders
• Transactions were cashless exercises, which preserved company cash by using warrant offsets rather than cash payments

Negative

• Potential dilution remains from outstanding warrants with strikes at $0.0001, $2, and $2.41 expiring through 08/11/2030
• Concentration of indirect ownership through X Group Family of Funds Limited Partnership may reduce public float available for trading

Insights

Corporate Governance Analyst

Director converted warrants into a larger indirect stake, signaling board-level capital consolidation.

The reporting shows Anastasiia Kotaieva exercising warrants on 10/08/2025 and 10/09/2025 on a cashless basis, resulting in an increase to 1,847,373 indirectly held common shares. This changes the composition of insider ownership and concentrates economic exposure through the X Group Family of Funds Limited Partnership.

Key dependencies include the remaining outstanding warrants and their expiration dates through 08/11/2030, which could further affect dilution if exercised. Monitor short-term changes to insider ownership filings and any related disclosures about capital structure or financing plans over the next 6 months.

Securities/Equity Analyst

Multiple cashless exercises increased indirect holdings without cash flows to the issuer, altering share count dynamics.

The exercises were cashless, meaning shares were issued net of exercise value rather than paid in cash; the filing quantifies new indirect holdings after each event (ending at 1,847,373 common shares). The filing lists warrants with strike prices of $0.0001, $2, and $2.41 and expirations between 06/11/2029 and 08/11/2030, which represent potential future dilution if converted.

Investors should watch any future Form 4/Form 5 filings for additional exercises or transfers and any company statements on outstanding equity instruments in the coming 3–12 months.

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).

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^*

Kotaieva Anastasiia

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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	10/08/2025		P		117,568	A	(1)	587,520	I	See Footnote(1)
Common Stock, $0.0001 par value per share	10/09/2025		P		259,864	A	(2)	847,384	I	See Footnote(2)
Common Stock, $0.0001 par value per share	10/09/2025		P		999,989	A	(3)	1,847,373	I	See Footnote(3)

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
Warrant	$0.0001	10/07/2025		P		1,000,000		10/07/2025	08/11/2030	Common	1,000,000	$0.0001	1,501,424	I	See Footnote 3
Warrant	$2	10/08/2025		X			150,000	06/11/2024	06/11/2029	Common	150,000	(1)	1,351,424	I	See Footnote 1
Warrant	$2.41	10/09/2025		X			351,424	11/08/2024	11/08/2029	Common	351,424	(2)	1,000,000	I	See Footnote 2
Warrant	$0.0001	10/09/2025		X			1,000,000	08/11/2025	08/11/2030	Common	1,000,000	(3)	0	I	See Footnote 3

Explanation of Responses:

1. Shares issued upon exercise (on a cashless basis) of a warrant issued in June 2024 to X Group Family of Funds Limited Partnership for 150,000 shares (after giving effect to a reverse split implemented in October 2024). Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.

2. Shares issued upon exercise (on a cashless basis) of a warrant issued in November 2024 to X Group Family of Funds Limited Partnership for 351,424 shares. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.

3. Shares issued upon exercise (on a cashless basis) of a pre-funded warrant issued in August 2025 to an unrelated third party for a total of 1,702,088 shares and assigned on October 7, 2025 to X Group Family of Funds Limited Partnership. Anastasiia Kotaieva, a director of the Company, is the owner of X Group Family of Funds Limited Partnership.

	/s/ Anastasiia Kotaieva	10/10/2025
	** 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 did Anastasiia Kotaieva report on Form 4 for NUKK?

She reported cashless exercises of warrants on 10/08/2025 and 10/09/2025, increasing her indirect beneficial ownership to 1,847,373 common shares.

How many shares were acquired in the reported transactions?

The filing shows acquisitions of 117,568, 259,864, and 999,989 common shares on the listed transaction dates.

Are there derivative securities still outstanding after these transactions?

Yes. The filing lists warrants convertible into common stock totaling indicated underlying amounts, including entries tied to exercises and expirations through 08/11/2030.

Were the exercises cashless or paid in cash?

The explanation states the shares were issued upon exercise on a cashless basis for the reported warrant transactions.

What is the relationship between the reporting person and the issuer?

Anastasiia Kotaieva is reported as a Director and a 10% owner of the issuer, and she is owner of the X Group Family of Funds Limited Partnership cited in the filing.