=== 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: Hare Diane Elizabeth
CIK: 0002021755
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-06-03 | Code: M (Exercise of derivative)
Shares: +3,428 | Price: $0.00
Shares Owned After: 3,428 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
[Transaction #2]
Security: Common Stock
Date: 2026-06-03 | Code: S (Open market sale)
Shares: -2,228 | Price: $26.31
Total Value: $58,616.45
Shares Owned After: 1,200 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
[F3] This transaction was executed in multiple trades during the day at prices ranging from $25.7600 to $26.7300. 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: -1,000 | Price: $27.04
Total Value: $27,035.00
Shares Owned After: 200 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
[F4] This transaction was executed in multiple trades during the day at prices ranging from $26.7600 to $27.4600. 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: -100 | Price: $27.84
Total Value: $2,784.00
Shares Owned After: 100 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
[F5] This transaction was executed at a price of $27.8400. 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: -100 | Price: $28.87
Total Value: $2,887.00
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F2] This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
[F6] This transaction was executed at a price of $28.8700. 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: Restricted Stock Units
Date: 2026-06-03 | Code: M (Exercise of derivative)
Shares: -3,428 | Price: $0.00
Shares Owned After: 2,968 | Ownership: D (Direct)
Footnotes:
[F1] Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
[F1] Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
[F1] Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
[F1] Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
--- Footnotes (Complete Index) ---
F1: Represents shares of common stock issued upon the vesting and 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 RSU 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, such RSUs were vested and settled.
F2: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
F3: This transaction was executed in multiple trades during the day at prices ranging from $25.7600 to $26.7300. 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 $26.7600 to $27.4600. 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 at a price of $27.8400. 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 at a price of $28.8700. 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/ Diane Elizabeth Hare (2026-06-05)
