Nano Nuclear Energy (NNE) 4: Walker James John bought 170,000 shares of Common Stock at… (Jan 30, 2026)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-01-28 10b5-1 Pre-arranged Plan: Yes --- Issuer --- Name: Nano Nuclear Energy Inc. (NNE) CIK: 0001923891 --- Reporting Owner --- Name: Walker James John CIK: 0002021757 Role: Director, Officer (Chief Executive Officer) --- Non-Derivative Transactions --- [Transaction #1] Security: Common Stock Date: 2026-01-28 | Code: M (Exercise of derivative) Shares: +170,000 | Price: $1.50 Total Value: $255,000.00 Shares Owned After: 445,000 | Ownership: D (Direct) Footnotes: [F1] Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. [Transaction #2] Security: Common Stock Date: 2026-01-28 | Code: S (Open market sale) Shares: -86,098 | Price: $33.64 Total Value: $2,896,663.89 Shares Owned After: 358,902 | 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 $33.1200 to $34.1200. 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: 2026-01-28 | Code: S (Open market sale) Shares: -76,171 | Price: $34.37 Total Value: $2,618,058.21 Shares Owned After: 282,731 | 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 $34.1300 to $34.9400. 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. [Transaction #4] Security: Common Stock Date: 2026-01-28 | Code: S (Open market sale) Shares: -7,731 | Price: $35.26 Total Value: $272,615.16 Shares Owned After: 275,000 | 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 in multiple trades during the day at prices ranging from $35.2400 to $35.3700. 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. [Transaction #5] Security: Common Stock Date: 2026-01-28 | Code: S (Open market sale) Shares: -13,581 | Price: $33.66 Total Value: $457,135.10 Shares Owned After: 261,419 | 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 in multiple trades during the day at prices ranging from $33.1500 to $34.1450. 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 #6] Security: Common Stock Date: 2026-01-28 | Code: S (Open market sale) Shares: -10,609 | Price: $34.38 Total Value: $364,778.80 Shares Owned After: 250,810 | 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. [F7] This transaction was executed in multiple trades during the day at prices ranging from $34.1700 to $34.8900. 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 #7] Security: Common Stock Date: 2026-01-28 | Code: S (Open market sale) Shares: -810 | Price: $35.27 Total Value: $28,571.37 Shares Owned After: 250,000 | 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. [F8] This transaction was executed in multiple trades during the day at prices ranging from $35.2500 to $35.3500. 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. --- Derivative Transactions --- [Transaction #1] Security: Stock Options Date: 2026-01-28 | Code: M (Exercise of derivative) Shares: -170,000 | Price: $0.00 Shares Owned After: 830,000 | Ownership: D (Direct) Footnotes: [F1] Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. [F1] Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. [F1] Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. --- Footnotes (Complete Index) --- F1: Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $1.50 per share, which were fully vested and exercisable on February 10, 2023, with expiry on February 10, 2026. On January 28, 2026, such options were exercised. 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 $33.1200 to $34.1200. 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 $34.1300 to $34.9400. 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. F5: This transaction was executed in multiple trades during the day at prices ranging from $35.2400 to $35.3700. 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. F6: This transaction was executed in multiple trades during the day at prices ranging from $33.1500 to $34.1450. 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 in multiple trades during the day at prices ranging from $34.1700 to $34.8900. 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. F8: This transaction was executed in multiple trades during the day at prices ranging from $35.2500 to $35.3500. 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. --- Signature --- /s/ /s/ James John Walker (2026-01-30)