SEC Form 4 · accession 0001493152-26-027559
Nano Nuclear Energy Inc. · NNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James John Walker
Officer — Chief Executive Officer · Director
Period of report
Jun 3, 2026
Accepted (ET)
Jun 5, 2026 · 5:52 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 Stock | Jun 3, 2026 | M | 70,000 | $3.00 | A | 650,000 | D | |
| Common StockF4 | Jun 3, 2026 | S | 46,145 | $26.179 | D | 603,855 | D | |
| Common StockF5 | Jun 3, 2026 | S | 22,380 | $27.063 | D | 581,475 | D | |
| Common StockF6 | Jun 3, 2026 | S | 1,475 | $27.90 | D | 580,000 | D | |
| Common Stock | Jun 3, 2026 | M | 28,688 | $0.00 | A | 608,688 | D | |
| Common StockF7 | Jun 3, 2026 | S | 25,792 | $26.769 | D | 582,896 | D | |
| Common StockF8 | Jun 3, 2026 | S | 2,624 | $27.555 | D | 580,272 | D | |
| Common StockF9 | Jun 3, 2026 | S | 201 | $28.689 | D | 580,071 | D | |
| Common StockF10 | Jun 3, 2026 | S | 71 | $29.91 | D | 580,000 | D | |
| Common StockF11 | Jun 3, 2026 | S | 25,000 | $26.038 | D | 555,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF1 | $3.00 | Jun 3, 2026 | M | 70,000 | D | — | — | Common Stock | 70,000 | 430,000 | D |
| Restricted Stock UnitsF2 | $0.00 | Jun 3, 2026 | M | 28,688 | D | — | — | Common Stock | 28,688 | 146,398 | D |
Explanation of responses
- F1Represents shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 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.
- F10This 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.
- F11This transaction was executed in multiple trades during the day at prices ranging from $25.7100 to $26.3700. 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.
- F2Represents shares of common stock issued upon the settlement of certain 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.
- F3This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
- F4This transaction was executed in multiple trades during the day at prices ranging from $25.7100 to $26.7000. 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 $26.7050 to $27.6800. 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 $28.3750. 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 $26.3700 to $27.3400. 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 in multiple trades during the day at prices ranging from $27.3700 to $27.9400. 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.
- F9This transaction was executed in multiple trades during the day at prices ranging from $28.6600 to $28.9000. 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.