SCHEDULE: Nukkleus CEO Boosts Stake, Secures Call Option

Nukkleus Inc.'s CEO, Menachem Shalom, has increased his beneficial ownership to 26.0% and entered into a call option agreement to potentially repurchase shares from Esousa Group Holdings LLC.

Summary

• Menachem Shalom, CEO and Director of Nukkleus Inc., beneficially owns 8,260,369 shares of Common Stock, representing approximately 26.0% of the company's outstanding shares.
• This ownership includes 3,242,010 shares of Common Stock and warrants to purchase an additional 5,018,359 shares at an exercise price of $1.50 per share, expiring in five years.
• The shares were acquired through services rendered to Nukkleus Inc. (500,000 shares on December 16, 2024, and 750,000 shares on November 13, 2025) and as consideration for the sale of his ownership interest in Star 26 Capital Inc. to Nukkleus Inc. (1,992,010 shares and warrants for 5,018,359 shares on January 12, 2026).
• Shalom has entered into a Call Option Agreement dated January 13, 2026, with Esousa Group Holdings LLC, granting him the right to repurchase 498,003 shares of Common Stock and warrants for 1,254,590 shares (exercise price $1.50) from Esousa.
• This call option is conditional upon Esousa first selling a portion of these securities for gross proceeds of $3,000,000.
• The Call Purchase Price for these securities is $0.01 per share, with Esousa having the discretion for cash settlement based on fair market value.

Sentiment

Score: 7

Explanation: The filing indicates strong insider commitment and strategic positioning through increased ownership and a call option, which are generally positive signals. However, the conditional nature of the call option and the discretion for cash settlement introduce some uncertainty, preventing a higher score.

Positives

• Increased beneficial ownership by the CEO, Menachem Shalom, to 26.0% demonstrates strong alignment of interests with shareholders.
• The CEO's acquisition of shares and warrants through the sale of Star 26 Capital Inc. to Nukkleus Inc. indicates a strategic consolidation of assets under the Issuer.
• The Call Option Agreement provides Menachem Shalom with a potential mechanism to increase his stake further at a nominal price of $0.01 per share, subject to certain conditions.

Negatives

• The Call Option Agreement's effectiveness is contingent on Esousa Group Holdings LLC first selling a portion of the securities for $3,000,000, which introduces uncertainty regarding the timing and ultimate exercise of the option.
• The Call Option Agreement allows Esousa Group Holdings LLC the sole discretion to elect cash settlement instead of delivering the Call Securities, which could limit Menachem Shalom's ability to increase his direct shareholding.

Risks

• The exercise of the Call Option by Menachem Shalom is subject to the "Purchase Condition," requiring Esousa Group Holdings LLC to sell a portion of the Call Securities for gross proceeds of $3,000,000. If this condition is not met, the Call Right will not commence.
• The Call Option Agreement has a termination clause, including if Esousa no longer holds any Call Securities or 60 business days after the Condition Satisfaction Date, which could limit the window for exercise.
• Esousa Group Holdings LLC's right to elect cash settlement could prevent Menachem Shalom from acquiring the underlying shares, potentially impacting his control or influence.

Future Outlook

Menachem Shalom, as CEO and a Director, intends to continue in these capacities and will participate in discussions and decision-making regarding Nukkleus Inc.'s business, strategy, and operations. He may acquire additional shares, dispose of current holdings, or take other actions regarding his investment, subject to applicable laws and company policies.

Management Comments

• "The Reporting Person serves as Chief Executive Officer and a Director of the Issuer and intends to continue in such capacity."
• "The Reporting Person may acquire additional shares of Common Stock, dispose of shares of Common Stock currently held, or take any other action with respect to his investment in the Issuer that he deems appropriate, subject to applicable securities laws and the Issuer's policies regarding insider trading."

Industry Context

This filing indicates a significant insider stake in Nukkleus Inc., a company that recently acquired Star 26 Capital Inc. The CEO's substantial ownership, coupled with a call option, suggests a strong commitment to the company's future and potential for further consolidation or strategic moves. Such insider activity can be viewed positively by the market as it aligns management's interests with those of shareholders, especially in the context of a recent acquisition.

Comparison to Industry Standards

• NA

Related Party Transactions

• Menachem Shalom, as CEO and Director, received shares and warrants from Nukkleus Inc. as consideration for services and for the sale of his ownership interest in Star 26 Capital Inc. to Nukkleus Inc. This is a transaction between the company and its CEO.
• The Call Option Agreement is between Menachem Shalom and Esousa Group Holdings LLC, which previously purchased shares from Shalom. While not explicitly stated as a related party to Nukkleus, it's a transaction involving the CEO and a significant holder of the company's securities.

Stakeholder Impact

• Shareholders: The increased insider ownership by the CEO could be seen as a positive signal, aligning management's interests with shareholders. The potential exercise of the call option could further consolidate control.
• Management/Employees: Confirms the CEO's continued role and strategic involvement.

Next Steps

• Menachem Shalom will continue to serve as CEO and Director of Nukkleus Inc.
• Menachem Shalom may acquire or dispose of additional shares of Common Stock.
• Esousa Group Holdings LLC may sell a portion of the Call Securities for gross proceeds of $3,000,000, which would trigger the "Condition Satisfaction Date" for the Call Option.
• Upon the Condition Satisfaction Date, Menachem Shalom will have a 60-business-day window to exercise his Call Right to repurchase shares from Esousa.

Key Dates

Recommendation

The filing indicates strong insider commitment and a strategic move by the CEO to consolidate his position and potentially increase his stake at a very low price. This is generally a positive signal for long-term alignment. However, the conditional nature of the call option and the discretion for cash settlement by Esousa introduce some uncertainty regarding the immediate impact on share structure and control. Without further operational or financial updates, the information primarily reinforces existing management structure and strategic intent rather than providing new catalysts for a "buy" or "sell" recommendation. It suggests stability and insider confidence, warranting a "hold" for existing investors while monitoring the conditions of the call option.

Keywords

Nukkleus Inc., Menachem Shalom, Beneficial Ownership, Call Option Agreement, Star 26 Capital, SEC Filing, Schedule 13D, Warrants, Corporate Governance, Insider Ownership