Welcome to our dedicated page for T3 Defense SEC filings (Ticker: NUKK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on T3 Defense's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into T3 Defense's regulatory disclosures and financial reporting.
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.
Menachem Shalom, Chief Executive Officer and Director of Nukkleus Inc., has filed a Schedule 13D reporting a significant ownership stake in the company. He may be deemed to beneficially own 8,260,369 shares of common stock, equal to about 26.0% of Nukkleus’s common stock when including warrants he holds. This consists of 3,242,010 shares of common stock and 5,018,359 shares issuable upon exercise of warrants at an exercise price of $1.50 per share.
Shalom received 500,000 shares and 750,000 shares on December 16, 2024 and November 13, 2025, respectively, as consideration for services. On January 12, 2026, in connection with Nukkleus’s acquisition of Star 26 Capital Inc., he received 1,992,010 shares and a five-year warrant for 5,018,359 shares. He also entered into a Call Option Agreement giving him the right, subject to conditions, to purchase 498,003 additional shares and warrants for 1,254,590 shares from Esousa Group Holdings LLC.
Nukkleus Inc. reported that it has completed the acquisition of 100% of Israeli unmanned aerial systems company Nimbus Drones Technologies and Marketing Ltd.
Under the stock purchase agreement, Nukkleus issued 1,850,000 restricted shares of common stock and a $3,250,000 convertible 24‑month note bearing 6% interest to the seller in exchange for all Nimbus shares. The note is convertible at the seller’s option at a fixed price of $2.00 per share and includes a 4.99% beneficial ownership cap, limiting how much of Nukkleus’s common stock the holder can own through conversion.
The securities were issued as unregistered, relying on Section 4(a)(2) and Rule 506(b) exemptions, with the seller represented as an accredited investor and the instruments designated as restricted securities.
Nukkleus Inc. reported that its board of directors dismissed GreenGrowth CPAs as its independent registered public accounting firm effective January 14, 2026, and, as of the same date, engaged Somekh Chaikin, a member firm of KPMG International, as its independent external auditors for the year ending December 31, 2025, subject to completion of Somekh Chaikin’s client acceptance procedures. GreenGrowth had audited the company since November 2023, and its reports on the fiscal years ended December 31, 2024, September 30, 2024 and 2023 contained explanatory paragraphs about Nukkleus Inc.’s ability to continue as a going concern due to recurring losses from operations and a working capital deficit, but were otherwise unqualified. The company states there were no disagreements or reportable events with GreenGrowth over accounting principles, financial statement disclosure, or audit procedures during those periods.
Nukkleus Inc. reported that it has completed the acquisition of 100% of the capital stock of Star 26 Capital, Inc., which now becomes its wholly owned subsidiary. The deal followed an Amended and Restated Securities Purchase Agreement that was approved by Nukkleus shareholders on December 16, 2025 and confirmed by Nasdaq on January 9, 2026.
The consideration included common stock, a warrant, promissory notes and cash. At closing, Nukkleus cancelled promissory notes previously issued by Star 26 with an aggregate principal amount of $4,500,000, applying this as a credit against cash otherwise payable, and funded the remaining cash portion from cash on hand. Star 26 holds interests in defense and technology businesses.
The company disclosed that its chief executive officer, Menachem Shalom, is also the founder and controlling shareholder of Star 26 and, after the transaction, beneficially owns approximately 27.83% of Nukkleus. The common shares and warrant issued in the deal were sold in a private offering relying on Section 4(a)(2) and Rule 506(b), only to accredited investors, and are characterized as restricted securities.
Nukkleus Inc. insider Anastasiia Kotaieva reported a series of open-market sales of the company’s common stock. On 12/22/2025, 30,000 shares were sold at a weighted average price of $4.4146 per share. On 12/23/2025, 70,000 shares were sold at a weighted average of $4.5726 per share. On 12/24/2025 and 12/26/2025, 55,604 shares were sold on each date at weighted average prices of $4.4894 and $4.2629, respectively.
After these transactions, Kotaieva beneficially owned 1,149,989 Nukkleus shares, held indirectly through X Group Fund of Funds Limited Partnership, which she owns. The filing notes she is a former director and 10% shareholder, and that each reported price reflects multiple trades within a disclosed price range.
Nukkleus Inc. closed its acquisition of Israeli company Tiltan Software Engineering Ltd. on December 30, 2025 for total consideration of NIS 47,600,000 (approximately $14,000,000). The price is split into a Cash Portion of NIS 35,700,000 (approximately $10,500,000) and a Stock Portion of NIS 11,900,000 (approximately $3,500,000).
At closing, Nukkleus deposited 2,000,000 shares of common stock into escrow. On June 29, 2026, the seller is to receive shares equal in value to 25% of the purchase price, with any excess escrowed shares cancelled or, if needed, topped up with additional shares or cash. The remaining cash payments of NIS 29,750,000 (approximately $8,750,000) are evidenced by a secured promissory note, payable in five installments through June 29, 2026 and backed by a pledge over all Tiltan shares. The seller also receives a pre-closing dividend of NIS 3,236,088 during 2026, and is bound by non-compete and non-solicitation covenants through June 2027.
Nukkleus Inc. filed a current report to note that it released a press release on December 17, 2025, which is furnished as Exhibit 99.1 under an "Other Events" disclosure. The company’s common stock and warrants, each exercisable for one share of common stock at $92.00 per share, are listed on The Nasdaq Global Market.
Nukkleus Inc. has filed a resale registration covering up to 13,090,500 shares of common stock, consisting of 5,112,000 shares issuable upon conversion of Series A Convertible Preferred Stock and 7,978,500 shares issuable upon exercise of common warrants. These securities were issued in a September 2025 private placement of 200 preferred units for $10,000,000 of gross proceeds. All registered shares may be sold from time to time by the selling stockholders, and the company will not receive proceeds from their sales, though it could receive up to about $17,250,000 if all common warrants are exercised for cash.
Nukkleus reports 16,645,766 shares outstanding as of December 15, 2025, and 29,736,266 shares assuming full preferred conversion and warrant exercise. Risk factors highlight potential dilution of up to about 31.9% of current outstanding shares from this financing, heavy reliance on resale of a large portion of the public float, and substantial business uncertainty as the company pivots from financial technology to a defense-focused strategy built around acquiring Star 26 Capital and Israeli defense distributors, amid going-concern and execution risks.