Nano Nuclear Energy (NNE)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-06-03 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Nano Nuclear Energy Inc. (NNE) CIK: 0001923891 --- Reporting Owner --- Name: I Financial Ventures Group LLC CIK: 0002011890 Role: 10%+ Owner --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -312,553 | Price: $26.30 Total Value: $8,219,737.58 Shares Owned After: 8,411,447 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F3] This 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. [Transaction #2] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -168,626 | Price: $27.16 Total Value: $4,580,168.82 Shares Owned After: 8,242,821 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F4] This 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. [Transaction #3] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -10,035 | Price: $27.83 Total Value: $279,301.14 Shares Owned After: 8,232,786 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F5] This 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. [Transaction #4] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -3,571 | Price: $28.98 Total Value: $103,477.58 Shares Owned After: 8,229,215 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F6] This 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. [Transaction #5] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -5,215 | Price: $29.91 Total Value: $155,980.65 Shares Owned After: 8,224,000 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F7] This 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. [Transaction #6] Security: Common Stock Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: +200,000 | Price: $3.00 Total Value: $600,000.00 Shares Owned After: 8,424,000 | Ownership: D (Direct) Footnotes: [F2] Represents 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. [F2] Represents 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. [Transaction #7] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -125,021 | Price: $26.30 Total Value: $3,287,889.77 Shares Owned After: 8,298,979 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F8] This 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. [Transaction #8] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -67,451 | Price: $27.16 Total Value: $1,832,083.83 Shares Owned After: 8,231,528 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F9] This 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. [Transaction #9] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -4,014 | Price: $27.83 Total Value: $111,720.46 Shares Owned After: 8,227,514 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F10] This 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. [Transaction #10] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -1,429 | Price: $28.98 Total Value: $41,408.42 Shares Owned After: 8,226,085 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F11] This 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. [Transaction #11] Security: Common Stock Date: 2026-06-03 | Code: S (Open market sale) Shares: -2,085 | Price: $29.91 Total Value: $62,362.35 Shares Owned After: 8,224,000 | Ownership: D (Direct) Footnotes: [F1] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. [F12] This 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. --- Derivative Transactions --- [Transaction #1] Security: Stock Options Date: 2026-06-03 | Code: M (Exercise of derivative) Shares: -200,000 | Price: $0.00 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F2] Represents 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. [F2] Represents 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. [F2] Represents 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. [F2] Represents 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. --- Footnotes (Complete Index) --- F1: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person through I Financial, in September 2025, and was executed in the account of I Financial. F10: This 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. F11: This 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. F12: This 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. F2: Represents 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. F3: This 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. F4: This 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. F5: This 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. F6: This 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. F7: This 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. F8: This 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. F9: This 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. --- Signature --- /s/ /s/ Jiang Yu, Sole Shareholder and Director of I Financial Ventures Group LLC (2026-06-05)