Nauticus Robotics insider converts debt, sells shares

Accepted by SEC EDGAR 07/27/2026 - 03:09 PM EDT

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Form Type

Rhea-AI Filing Summary

Nauticus Robotics, Inc. reported that RCB Equities #1, LLC, an entity managed by 10% owner Dror Brian Isaac, converted $1,000,000 of a Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026, and sold 32,539 shares of common stock at $2.021 per share in a sale described as an open-market or private transaction. The positions are reported as indirect holdings, and the transactions were not marked as made under a Rule 10b5-1 trading plan.

Insider Trade Summary

Net Seller: 32,539 shares

Net Sell 3 txns

Insider DROR BRIAN ISAAC

Role 10% Owner

Sold 32,539 shs ($66K)

Type	Security	Shares	Price	Value
Conversion	SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED) ^{F1, F2, F3}	--	$1.80	--
Conversion	COMMON STOCK	555,556	$1.80	$1.00M
Sale	COMMON STOCK	32,539	$2.021	$66K

Holdings After Transaction: COMMON STOCK — 782,829 shares (Indirect, MANAGER OF RCB EQUITIES #1, LLC)

Footnotes (3)

F1. Immediately upon notice
F2. None
F3. Following the June 1, 2026 conversion of $1,000,000 of the Senior Secured Term Loan, the remaining outstanding balance of the term loan is subject to confirmation from the loan records.

Key Figures

Loan principal converted: $1,000,000 Shares issued from conversion: 555,556 shares Conversion price: $1.80 per share +2 more

5 metrics

Loan principal converted $1,000,000 Principal amount of Senior Secured Term Loan converted to common stock on June 1, 2026

Shares issued from conversion 555,556 shares Common stock received upon conversion of Senior Secured Term Loan at $1.80 per share

Conversion price $1.80 per share Conversion or exercise price for the Senior Secured Term Loan into common stock

Shares sold 32,539 shares Common stock sold on June 1, 2026 by RCB Equities #1, LLC

Sale price $2.021 per share Per-share price for the common stock sale reported with transaction code S

Key Terms

Senior Secured Term Loan, Conversion of derivative security, indirect ownership

3 terms

Senior Secured Term Loan financial

"conversion of $1,000,000 of the Senior Secured Term Loan into common stock"

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 of derivative security financial

"transaction described as a Conversion of derivative security"

indirect ownership financial

"ownership_type is indirect for shares held through RCB Equities #1, LLC"

FAQ

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

What transactions did Nauticus Robotics (KITT) insider Dror Brian Isaac report on June 1, 2026?

On June 1, 2026, an entity managed by Dror Brian Isaac converted debt into shares and sold stock. RCB Equities #1, LLC converted $1,000,000 of a senior secured term loan into 555,556 common shares and sold 32,539 common shares at $2.021 per share.

How many Nauticus Robotics (KITT) shares came from the senior secured term loan conversion?

The conversion created 555,556 Nauticus Robotics common shares. RCB Equities #1, LLC converted $1,000,000 of the Senior Secured Term Loan into 555,556 shares of common stock at a conversion price of $1.80 per share, as reported in the Form 4 footnotes.

At what price were Nauticus Robotics (KITT) shares sold in the reported Form 4 transaction?

32,539 Nauticus Robotics common shares were sold at $2.021 per share. The sale on June 1, 2026 was reported as a code S transaction, described as a sale in an open-market or private transaction by RCB Equities #1, LLC.

Who holds the Nauticus Robotics (KITT) shares involved in the conversion and sale?

The shares are held indirectly through RCB Equities #1, LLC. The Form 4 reports ownership as indirect, with Dror Brian Isaac listed as manager of RCB Equities #1, LLC, rather than as direct personal holdings.

Was the Nauticus Robotics (KITT) Form 4 activity conducted under a Rule 10b5-1 trading plan?

No, the transactions were not affirmed as made under a Rule 10b5-1 plan. The filing’s Rule 10b5-1 checkbox is not marked as using such a trading plan, indicating these trades were reported outside a pre-arranged 10b5-1 framework.

What does the Form 4 say about the remaining balance of Nauticus Robotics (KITT) term loan?

The footnote states that $1,000,000 of the term loan was converted, with the remaining balance to be confirmed. It explains that after the June 1, 2026 conversion, the outstanding loan balance is subject to confirmation from the loan records.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

DROR BRIAN ISAAC

(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)
06/01/2026

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

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	06/01/2026		C		555,556	A	$1.8	815,368	I	MANAGER OF RCB EQUITIES #1, LLC
COMMON STOCK	06/01/2026		S		32,539	D	$2.021	782,829	I	MANAGER OF RCB EQUITIES #1, LLC

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED)	$1.8	06/01/2026		C			$1,000,000	⁽¹⁾	⁽²⁾	COMMON STOCK, $0.0001 PAR VALUE	555,556	$1.8	$5,300,000⁽³⁾	I	MANAGER OF RCB EQUITIES #1, LLC

Explanation of Responses:

1. Immediately upon notice

2. None

3. Following the June 1, 2026 conversion of $1,000,000 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	07/26/2026
	** 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)

Source: View Original Filing on SEC EDGAR