FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Yu Jiang
(Last) (First) (Middle)
10 TIMES SQUARE, 30TH FLOOR
(Street)
NEW YORK NY 10018
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Nano Nuclear Energy Inc. [ NNE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and Chairman
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/03/2026   S (1)   312,553 (1) D $ 26.2987 (4) 8,411,447 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   168,626 (1) D $ 27.1617 (5) 8,242,821 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   10,035 (1) D $ 27.8327 (6) 8,232,786 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   3,571 (1) D $ 28.9772 (7) 8,229,215 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   5,215 (1) D $ 29.91 (8) 8,224,000 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   M (2)   200,000 A $ 3 (2) 8,424,000 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   125,021 D $ 26.2987 (9) 8,298,979 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   67,451 D $ 27.1617 (10) 8,231,528 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   4,014 D $ 27.8327 (11) 8,227,514 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   1,429 D $ 28.9772 (12) 8,226,085 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   S (1)   2,085 D $ 29.91 (13) 8,224,000 I By I Financial Ventures Group LLC (2)
Common Stock 06/03/2026   M (3)   45,900 A $ 0 8,269,900 D  
Common Stock 06/03/2026   S (1)   30,250 D $ 26.29 (14) 8,239,650 D  
Common Stock 06/03/2026   S (1)   13,050 D $ 27.068 (15) 8,226,600 D  
Common Stock 06/03/2026   S (1)   1,400 D $ 27.83 (16) 8,225,200 D  
Common Stock 06/03/2026   S (1)   500 D $ 28.89 (17) 8,224,700 D  
Common Stock 06/03/2026   S (1)   700 D $ 29.91 (18) 8,224,000 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (2) $ 3 06/03/2026   M     200,000 (2)   (2)   (2) Common Stock 20,000 $ 0 300,000 I By I Financial Ventures Group LLC (2)
Restricted Stock Units (3) $ 0 06/03/2026   M     45,900 (3)   (3)   (3) Common Stock 45,900 $ 0 275,778 D  
Explanation of Responses:
1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person in September 2025.
2. 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.
3. Represents 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. This 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.
16. This 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.
17. This 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.
18. 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.
/s/ Jiang Yu 06/05/2026
** Signature of Reporting Person Date
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