Nauticus Robotics owner converts $250K loan to shares

RCB Equities #1, LLC reported direct holdings of 293,091 common shares after the conversion.

Rhea-AI Filing Summary

Nauticus Robotics, Inc. (KITT) reports that 10% owner RCB Equities #1, LLC converted $250,000 of outstanding Senior Secured Term Loan principal into 168,011 common shares on September 30, 2026, at $1.488 per share. The LLC directly held 293,091 shares after the conversion. Dror Brian Isaac is identified as manager of the reporting owner; no Rule 10b5-1 plan is reported.

Insider Trade Summary

0 shares exercised/converted

Exercise 2 txns

Insider RCB EQUITIES 1, LLC, DROR BRIAN ISAAC

Role 10% Owner | Insider

Type	Security	Shares	Price	Value
Conversion	SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED) F1, F2, F5	--	$1.488	--
Conversion	COMMON STOCK F3, F4	168,011	$1.488	$250K

Holdings After Transaction: SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED) — 0 contracts (Direct); COMMON STOCK — 293,091 shares (Direct)

Footnotes (5)

1. F1. Immediately upon notice
2. F2. None
3. F3. On September 30, 2026, RCB Equities #1, LLC converted $250,000 of the outstanding principal under the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended by the Sixth Amendment dated September 30, 2026) into 168,011 shares of Common Stock at a conversion price of $1.488 per share. The conversion price of $1.488 per share was available for conversion notices delivered from September 30, 2026, through and including October 2, 2026. Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 125,080 shares of Common Stock.
4. F4. On September 24, 2026, Issuer effected a 1 for 6 reverse stock split. Prior to the reverse stock split, RCB Equities #1, LLC beneficially owned approximately 750,843 shares of Common Stock.
5. F5. Following the September 30, 2026 conversion of $250,000 of the Senior Secured Term Loan, the remaining outstanding balance of the term loan is subject to confirmation from the loan records.

Key Figures

Term-loan principal converted: $250,000 Common shares acquired through conversion: 168,011 shares Conversion price: $1.488 per share +1 more

4 metrics

Term-loan principal converted $250,000 Converted into common shares on September 30, 2026

Common shares acquired through conversion 168,011 shares September 30, 2026

Conversion price $1.488 per share Price for the September 30, 2026 conversion

Direct common shares held after conversion 293,091 shares Following the September 30, 2026 conversion

Key Terms

Senior Secured Term Loan, conversion price, beneficially owned

3 terms

Senior Secured Term Loan financial

"outstanding principal under the Senior Secured Term Loan"

A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.

conversion price financial

"at a conversion price of $1.488 per share"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

beneficially owned regulatory

"beneficially owned approximately 125,080 shares of Common Stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When was KITT’s $1.488 conversion price available?

The $1.488-per-share conversion price was available for conversion notices delivered from September 30, 2026, through and including October 2, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 06:23 PM Accepted by SEC EDGAR 10/01/2026 - 06:22 PM Learn about SEC filing dates

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).

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^*

RCB EQUITIES 1, LLC

(Last) (First) (Middle)

5862 W. 3RD STREET

(Street)

LOS ANGELES CALIFORNIA 90036

(City) (State) (Zip)

UNITED STATES

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/30/2026		C		168,011(3)	A	$1.488	293,091(4)	D

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
SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED)	$1.488	09/30/2026		C		$250,000		(1)	(2)	COMMON STOCK, $0.0001 PAR VALUE	168,011	$1.488	$1,050,000(5)	D

1. Name and Address of Reporting Person^*

RCB EQUITIES 1, LLC

(Last) (First) (Middle)

5862 W. 3RD STREET

(Street)

LOS ANGELES CALIFORNIA 90036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DROR BRIAN ISAAC

(Last) (First) (Middle)

5862 W. 3RD STREET

(Street)

LOS ANGELES CALIFORNIA 90036

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			MANAGER OF REPORTING OWNER

Explanation of Responses:

1. Immediately upon notice

2. None

3. On September 30, 2026, RCB Equities #1, LLC converted $250,000 of the outstanding principal under the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended by the Sixth Amendment dated September 30, 2026) into 168,011 shares of Common Stock at a conversion price of $1.488 per share. The conversion price of $1.488 per share was available for conversion notices delivered from September 30, 2026, through and including October 2, 2026. Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 125,080 shares of Common Stock.

4. On September 24, 2026, Issuer effected a 1 for 6 reverse stock split. Prior to the reverse stock split, RCB Equities #1, LLC beneficially owned approximately 750,843 shares of Common Stock.

5. Following the September 30, 2026 conversion of $250,000 of the Senior Secured Term Loan, the remaining outstanding balance of the term loan is subject to confirmation from the loan records.

	BRIAN ISAAC DROR	10/01/2026
	** 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)