Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Yu Jiang 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 (Last) (First) (Middle) 10 TIMES SQUARE, 30TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 01/28/2026 (Street) NEW YORK, NY 10018 4. If Amendment, Date 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 (City) (State) (Zip) 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 01/28/2026 M(1) 179,965 A $1.50 9,291,965 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 S(1) 179,965 D $33.8268(2) 9,112,000 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 M(1) 196,474 A $1.50 9,308,474 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 S(1) 196,474 D $34.4232(3) 9,112,000 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 M(1) 2,222 A $1.50 9,114,222 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 S(1) 2,222 D $35.25(4) 9,112,000 I By I Financial Ventures Group LLC(1) Common Stock 01/28/2026 S(5) 184,403 D $33.8268(6) 8,927,597 I By I Financial Ventures Group LLC(5) Common Stock 01/28/2026 S(5) 201,320 D $34.4232(7) 8,726,277 I By I Financial Ventures Group LLC(5) Common Stock 01/28/2026 S(5) 2,277 D $35.25(8) 8,724,000 I By I Financial Ventures Group LLC(5) Common Stock 01/29/2026 M(9) 19,584 A $1.50 8,743,584 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 S(9) 19,584 D $30.7623(10) 8,724,000 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 M(9) 87,680 A $1.50 8,811,680 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 S(9) 87,680 D $31.807(11) 8,724,000 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 M(9) 10,975 A $1.50 8,734,975 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 S(9) 10,975 D $32.8367(12) 8,724,000 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 M(9) 3,100 A $1.50 8,727,100 I By I Financial Ventures Group LLC(9) Common Stock 01/29/2026 S(9) 3,100 D $33.7406(13) 8,724,000 I By I Financial Ventures Group LLC(9)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: 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(1)

$1.50

01/28/2026

M

378,661

(1)

(1)

Common Stock

378,661

$ 0

621,339

I

By I Financial Ventures Group LLC(1)

Stock Options(9)

$1.50

01/29/2026

M

121,339

(9)

(9)

Common Stock

121,339

$ 0

500,000(14)

I

By I Financial Ventures Group LLC(9)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Yu Jiang 10 TIMES SQUARE, 30TH FLOOR NEW YORK, NY 10018	X	X	President and Chairman

Signatures

/s/ Jiang Yu		01/30/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents the number of 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 $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. 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. 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.
(2)	This transaction was executed in multiple trades during the day at prices ranging from $33.1000 to $34.0950. 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.
(3)	This transaction was executed in multiple trades during the day at prices ranging from $34.1000 to $34.9600. 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.
(4)	This transaction was executed at a price of $35.2500. 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 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.
(6)	This transaction was executed in multiple trades during the day at prices ranging from $33.1000 to $34.0950. 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 $34.1000 to $34.9600. 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 $35.2500. 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)	Represents the number of shares of common stock issued upon exercise of certain options originally granted to the reporting person through I Financial 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 29, 2026, such options were exercised. 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.
(10)	This transaction was executed in multiple trades during the day at prices ranging from $30.2500 to $31.2400. 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 $31.2600 to $32.2400. 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 $32.3300 to $33.3100. 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 in multiple trades during the day at prices ranging from $33.3300 to $34.0000. 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.
(14)	Represent 200,000 shares of common stock issuable to I Financial upon the exercise of the vested options within 60 days of the date of this report and 300,000 shares of common stock issuable to the reporting person upon the exercise of the vested options within 60 days of the date of this report.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.