Nukkleus (NUKK) CEO buys 200K shares via warrant exercise

Rhea-AI Filing Summary

Nukkleus Inc. CEO and director Shalom Menachem, who is also a 10% owner, exercised warrants to buy more company stock. On January 29, 2026, he exercised 200,000 Common Stock Purchase Warrants at $1.50 per share for cash, receiving 200,000 restricted common shares.

After the transaction, he beneficially owned 3,442,010 shares of Nukkleus common stock directly and 4,818,359 derivative securities (warrants). This filing shows an increase in his direct equity stake through a cash exercise rather than a sale.

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)
01/29/2026

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	01/29/2026		X		200,000	A	$1.5(1)	3,442,010	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	01/29/2026		X		200,000		01/15/2026	01/15/2031	Common	200,000	$1.5(1)	4,818,359	D

Explanation of Responses:

1. The Reporting Person exercised a warrant for Cash to purchase 200,000 restricted shares of the Issuer's common stock at an exercise price of $1.50 per share.

	/s/ Menachem Shalom	01/29/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did NUKK CEO Shalom Menachem report?

Nukkleus Inc. CEO Shalom Menachem reported exercising 200,000 Common Stock Purchase Warrants at an exercise price of $1.50 per share. The cash exercise converted these warrants into 200,000 restricted shares of Nukkleus common stock on January 29, 2026.

How many NUKK common shares does the CEO own after this transaction?

Following the warrant exercise, Shalom Menachem beneficially owned 3,442,010 shares of Nukkleus common stock directly. This figure reflects his updated non-derivative holdings after acquiring 200,000 restricted shares through the cash exercise disclosed in the Form 4.

What was the price and size of the NUKK warrant exercise?

The transaction involved exercising 200,000 Common Stock Purchase Warrants at an exercise price of $1.50 per share. The filing specifies that the warrants were exercised for cash, resulting in the purchase of 200,000 restricted shares of Nukkleus common stock.

What derivative securities does the NUKK CEO hold after the filing?

After the reported transaction, Shalom Menachem beneficially owned 4,818,359 derivative securities, listed as Common Stock Purchase Warrants. These warrants are exercisable at $1.50 per share and are scheduled to expire on January 15, 2031, according to the Form 4 details.

What roles does Shalom Menachem hold at Nukkleus Inc. (NUKK)?

Shalom Menachem is identified as a Director, Chief Executive Officer, and a 10% owner of Nukkleus Inc. The Form 4 indicates he both manages the company and holds a significant ownership stake in its common equity.

Were the NUKK shares acquired in this Form 4 transaction restricted?

Yes. The footnote explains that the CEO exercised a warrant for cash to purchase 200,000 restricted shares of Nukkleus common stock. Restricted shares typically carry transfer limitations under securities laws or company agreements until certain conditions are met.