SEC Form 4 · accession 0001493152-26-027554
Nano Nuclear Energy Inc. · NNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jiang Yu
Officer — President and Chairman · Director · 10% Owner
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 5:32 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001923891
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F2 | Jun 3, 2026 | S | 312,553 | $26.2987 | D | 8,411,447 | I | By I Financial Ventures Group LLC |
| Common StockF1,F5,F2 | Jun 3, 2026 | S | 168,626 | $27.1617 | D | 8,242,821 | I | By I Financial Ventures Group LLC |
| Common StockF1,F6,F2 | Jun 3, 2026 | S | 10,035 | $27.8327 | D | 8,232,786 | I | By I Financial Ventures Group LLC |
| Common StockF1,F7,F2 | Jun 3, 2026 | S | 3,571 | $28.9772 | D | 8,229,215 | I | By I Financial Ventures Group LLC |
| Common StockF1,F8,F2 | Jun 3, 2026 | S | 5,215 | $29.91 | D | 8,224,000 | I | By I Financial Ventures Group LLC |
| Common StockF2 | Jun 3, 2026 | M | 200,000 | $3.00 | A | 8,424,000 | I | By I Financial Ventures Group LLC |
| Common StockF9,F2 | Jun 3, 2026 | S | 125,021 | $26.2987 | D | 8,298,979 | I | By I Financial Ventures Group LLC |
| Common StockF10,F2 | Jun 3, 2026 | S | 67,451 | $27.1617 | D | 8,231,528 | I | By I Financial Ventures Group LLC |
| Common StockF11,F2 | Jun 3, 2026 | S | 4,014 | $27.8327 | D | 8,227,514 | I | By I Financial Ventures Group LLC |
| Common StockF12,F2 | Jun 3, 2026 | S | 1,429 | $28.9772 | D | 8,226,085 | I | By I Financial Ventures Group LLC |
| Common StockF13,F2 | Jun 3, 2026 | S | 2,085 | $29.91 | D | 8,224,000 | I | By I Financial Ventures Group LLC |
| Common Stock | Jun 3, 2026 | M | 45,900 | $0.00 | A | 8,269,900 | D | |
| Common StockF14 | Jun 3, 2026 | S | 30,250 | $26.29 | D | 8,239,650 | D | |
| Common StockF15 | Jun 3, 2026 | S | 13,050 | $27.068 | D | 8,226,600 | D | |
| Common StockF16 | Jun 3, 2026 | S | 1,400 | $27.83 | D | 8,225,200 | D | |
| Common StockF17 | Jun 3, 2026 | S | 500 | $28.89 | D | 8,224,700 | D | |
| Common StockF18 | Jun 3, 2026 | S | 700 | $29.91 | D | 8,224,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF2 | $3.00 | Jun 3, 2026 | M | 200,000 | D | — | — | Common Stock | 20,000 | 300,000 | I |
| Restricted Stock UnitsF3 | $0.00 | Jun 3, 2026 | M | 45,900 | D | — | — | Common Stock | 45,900 | 275,778 | D |
Explanation of responses
- F1This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
- F10This transaction was executed in multiple trades during the day at prices ranging from $26.7000 to $27.6900. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F11This transaction was executed in multiple trades during the day at prices ranging from $27.7200 to $28.3500. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F12This transaction was executed in multiple trades during the day at prices ranging from $28.7700 to $29.0500. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F13This transaction was executed at a price of $29.9100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F14This transaction was executed in multiple trades during the day at prices ranging from $25.7000 to $26.6900. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F15This transaction was executed in multiple trades during the day at prices ranging from $26.7000 to $27.6400. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F16This transaction was executed in multiple trades during the day at prices ranging from $27.7000 to $28.5000. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F17This transaction was executed in multiple trades during the day at prices ranging from $28.7700 to $28.9200. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F18This transaction was executed at a price of $29.9100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F2Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person through I Financial (as defined below) at the exercise price of $3 per share, which were fully vested and exercisable on June 7, 2023, with expiry on June 7, 2026. On June 3, 2026, such options were exercised. The reporting person is the sole shareholder and director of I Financial Ventures Group LLC ("I Financial"), a limited liability company incorporated under the laws of Delaware, which is the record holder of the securities reported herein. The reporting person, as such, has investment control over the securities of the issuer held by I Financial and may be deemed the beneficial owner of such securities.
- F3Represents shares of common stock issued upon the settlement of Restricted Stock Units ("RSUs") granted on June 3, 2025 under the Issuer's 2025 Equity Incentive Plan based on a value per share of $29.18, the closing price of the Issuer's common stock as reported on The Nasdaq Capital Market on June 3, 2025. On June 3, 2026, one third (1/3) of such RSUs were vested and settled.
- F4This transaction was executed in multiple trades during the day at prices ranging from $25.7000 to $26.6900. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F5This transaction was executed in multiple trades during the day at prices ranging from $26.7000 to $27.6900. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F6This transaction was executed in multiple trades during the day at prices ranging from $27.7200 to $28.3500. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F7This transaction was executed in multiple trades during the day at prices ranging from $28.7700 to $29.0500. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F8This transaction was executed at a price of $29.9100. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.
- F9This transaction was executed in multiple trades during the day at prices ranging from $25.7000 to $26.6900. The weighted-average price is reported above. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected.