Nauticus Robotics Insider Filing Shows 181K RSU Award to Director

Rhea-AI Filing Summary

Nauticus Robotics, Inc. (KITT) – Form 4 insider filing

Director William Flores reported the grant of 181,525 Restricted Stock Units (RSUs) on 07/25/2025 under the company’s 2022 Omnibus Incentive Plan. Each RSU converts into one share of common stock for no cash consideration, contingent upon continued service. The RSUs will vest on the earlier of 25 Jun 2026 or the date immediately prior to the 2026 annual meeting. Following the award, Flores holds 181,525 derivative securities directly; no common-stock transactions or dispositions were reported. No other changes in ownership structure were disclosed.

The filing signals routine director compensation and modest equity alignment; it does not disclose any purchases or sales in the open market and therefore has limited immediate market impact.

Insights

Corporate Governance Analyst

TL;DR: Routine RSU award to director; limited market impact.

Flores’ 181.5k-share RSU grant increases insider equity exposure without cash outlay, aligning governance incentives. Vesting over one year mirrors standard board compensation at small-cap tech firms. No buy/sell activity, so supply-demand dynamics unchanged. Neutral for valuation but positive for long-term incentive structure.

SEC Form 4

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

OMB APPROVAL

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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FLORES WILLIAM

(Last) (First) (Middle)

17146 FEATHERCRAFT LANE

SUITE 450

(Street)

WEBSTER TX 77598

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nauticus Robotics, Inc. [ KITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2025

4. If Amendment, Date of 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

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

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 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
Restricted Stock Units	(1)	07/25/2025		A		181,525		(2)	(2)	Common Stock	181,525	$0	181,525	D

Explanation of Responses:

1. Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

2. The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Remarks:

	/s/ John Symington, Attorney in Fact	07/28/2025
	** 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.

FAQ

How many Nauticus Robotics (KITT) shares were granted to Director William Flores?

He received 181,525 Restricted Stock Units, each convertible into one common share.

What is the vesting schedule for the RSUs reported in this Form 4?

The RSUs vest on the earlier of June 25 2026 or the day before the 2026 annual shareholders’ meeting.

Did the Form 4 show any open-market purchases or sales by the director?

No; the filing reports only an RSU award with $0 price, and no stock was bought or sold.

What is the director's total derivative holdings after this transaction?

Flores now directly holds 181,525 derivative securities (RSUs) after the grant.

Does the RSU grant require cash payment by the director?

No; the RSUs convert to common shares without cash consideration upon vesting.