Shalom Menachem 4

4 · Nukkleus Inc. · Filed Jan 20, 2026

Form 4

Period: 2026-01-15

DirectorCEO10% Owner

Transactions

Other
Common Stock$0.0001 par value per share
[F1]
2026-01-16+1,992,010→ 3,242,010 total
Other
Common Stock Purchase Warrants
[F1]
2026-01-15+5,018,359→ 5,018,359 total
Exercise: $1.50From: 2026-01-15Exp: 2031-01-15→ Common (5,018,359 underlying)
Award
Call Option (to Purchase Common Stock and warrants)
[F2]
2026-01-13+1,752,593→ 1,752,593 total
Exercise: $1.50→ Common

Footnotes (2)

[F1]The securities were issued to the reporting person upon completion of the acquisition by Nukkleus Inc of 100% of the issued and outstanding capital stock of Star 26 Capital, Inc. (the "Star 26") As a result of being a shareholder of Star 26, the Reporting Person received the shares and warrants reported above.
[F2]The Reporting Person is a party to the Call Option Agreement dated January 13, 2026 with Esousa Group Holdings LLC ("Esousa") pursuant to which the Reporting Person has the right to purchase from Esousa 498,003 shares of Common Stock and warrants to purchase 1,254,590 shares of Common Stock at a per share exercise price of $1.50. The right shall commence only after Esousa has sold a portion of said securities for gross proceeds equal to $3,000,000 (the "Satisfaction Date") and terminate upon the earlier of the parties agreeing in writing to its termination, when Esousa no longer holds the securities and 60 days after the Satisfaction Date.

Signature

/s/ Menachem Shalom|2026-01-20

Documents

1 file