Amendment to Statement of Changes in Beneficial Ownership (Form 4/A)

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

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(Print or Type Responses)

1. Name and Address of Reporting Person * Walker James John 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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 10 TIMES SQUARE,, 30TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 06/03/2026 (Street) NEW YORK, NY 10018 4. If Amendment, Date Original Filed (Month/Day/Year) 06/05/2026 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 06/03/2026 M(1) 200,000(1)(4) A $3 780,000(2)(4) D

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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)

$3

06/03/2026

M

200,000(1)(4)

(1)

(1)

Common Stock

200,000(1)(4)

$ 0

300,000(3)(4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Walker James John 10 TIMES SQUARE, 30TH FLOOR NEW YORK, NY 10018	X		Chief Executive Officer

Signatures

/s/ James John Walker		08/26/2026
**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 shares of common stock issued upon exercise of certain options originally granted to the reporting person at the exercise price of $3.00 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.
(2)	This number does not reflect subsequent sales of the 123,688 shares of common stock reported in the Form 4 originally filed on June 5, 2026.
(3)	Represents options granted on March 13, 2025 ("Grant Date") under the Issuer's 2023 Stock Option Plan #2 to purchase an aggregate of 300,000 shares of common stock, par value $0.0001 per share of the Issuer. The options shall vest and become exercisable on the Grant Date immediately. The options are valid for 10 years from the Grant Date and will expire on March 13, 2035.
(4)	This Form 4/A is being filed solely to amend the Form 4 originally filed by the reporting person on June 5, 2026 to reflect (i) the 200,000 shares of common stock acquired by such reporting person upon exercise of 200,000 options and 780,000 shares of common stock beneficially owned following such option exercise under Columns 3, 4, and 5 of Table I; and (ii) the 200,000 options exercised by such reporting person and the 300,000 options owned following such option exercise under Columns 5,7 and 9 of Table II. As of the date of this report, the reporting person holds 685,000 shares of common stock, and 300,000 options, of the Issuer, respectively.

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