| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Deep Isolation Nuclear, Inc. [ DBHL ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 10/06/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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(1) | 10/06/2026 | A | 58,594 | A | $0 | 71,927 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Option (right to buy)(2) | $3.5 | 10/06/2026 | A | 79,027 | (2) | 09/29/2036 | Common Stock | 79,027 | $0 | 79,027 | D | ||||
| Stock Option (right to buy)(2) | $3.5 | 10/06/2026 | A | 15,046 | (3) | 09/29/2036 | Common Stock | 15,046 | $0 | 15,046 | D | ||||
| Explanation of Responses: |
| 1. Represents a grant of restricted stock units ("RSUs") to the Reporting Person pursuant to the Deep Isolation Nuclear, Inc. 2025 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of common stock upon vesting. The RSUs shall vest as follows: 14,649 RSUs on September 29, 2027, 14,648 RSUs on September 29, 2028, 14,649 RSUs on September 29, 2029 and 14,648 RSUs on September 29, 2030, in each case subject to the Reporting Person's continued service through each vesting date. |
| 2. Represents a grant of incentive stock option pursuant to the Deep Isolation Nuclear, Inc. 2025 Equity Incentive Plan. The option shall vest as follows: 20,000 option shares on September 29, 2027, with the remaining option shares vesting in monthly installments on the 29th day of each month (or the last day of the month, if earlier) from January 29, 2028 through September 29, 2030, other than December 2028 and December 2029, in each case subject to the Reporting Person's continued service through each vesting date. |
| 3. Represents a grant of non-qualified stock option pursuant to the Deep Isolation Nuclear, Inc. 2025 Equity Incentive Plan. The option shall vest as follows: 3,518 option shares on September 29, 2027, 1,960 option shares on each of October 29, November 29 and December 29, 2027, 1,558 option shares on November 29, 2028, 1,960 option shares on December 29, 2028, 170 option shares on November 29, 2029 and 1,960 option shares on December 29, 2029, in each case subject to the Reporting Person's continued service through each vesting date. |
| /s/ Jesse Sloane | 10/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
| * Form 4: SEC 1474 (03-26) | ||