Nauticus Robotics (KITT) insider converts 2,144,295 shares at $1.76

Nauticus Robotics (KITT) reported an insider transaction: a director and 10% owner converted a Convertible Senior Secured Term Loan into 2,144,295 shares of common stock at $1.76 per share on October 28, 2025 (code C).

Rhea-AI Filing Summary

Nauticus Robotics (KITT) reported an insider transaction: a director and 10% owner converted a Convertible Senior Secured Term Loan into 2,144,295 shares of common stock at $1.76 per share on October 28, 2025 (code C). Following the conversion, the reporting person beneficially owned 2,150,716 shares, which includes 6,421 Earnout Shares issuable on or before September 9, 2027. The derivative position was reduced to zero after the conversion.

Insider Trade Summary

0 shares exercised/converted

Exercise 2 txns

Insider TRANSOCEAN INTERNATIONAL Ltd

Role 10% Owner

Type	Security	Shares	Price	Value
Conversion	Convertible Senior Secured Term Loan 2023	0	$0.00	$0.00
Conversion	Common Stock, par value U.S. $0.0001	2,144,295	$1.76	$3.77M

Holdings After Transaction: Convertible Senior Secured Term Loan 2023 — 0 contracts (Direct); Common Stock, par value U.S. $0.0001 — 2,150,716 shares (Direct)

Footnotes (2)

1. F1. The amount reported also includes 6,421 additional shares (the "Earnout Shares") of the Issuer's common stock issuable to the Reporting Person on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (as defined in the Reporting Person's Form 3 filed on September 23, 2022).
2. F2. The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Person consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 by the Reporting Person in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest, made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share.

FAQ

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What did the KITT insider report on Form 4?

A director and 10% owner converted a Convertible Senior Secured Term Loan into 2,144,295 common shares at $1.76 per share on October 28, 2025.

What is the insider’s beneficial ownership after the transaction for KITT?

Beneficial ownership is 2,150,716 shares, including 6,421 Earnout Shares issuable on or before September 9, 2027.

What was the transaction code on the Form 4 for KITT?

The transaction code was C, indicating a conversion of derivative securities.

What was the conversion price in the KITT Form 4?

The conversion price was $1.76 per share, as disclosed for the Convertible Senior Secured Term Loan.

Did the insider retain any derivative securities after the conversion for KITT?

No. The number of derivative securities beneficially owned after the transaction was 0.

What are the Earnout Shares mentioned in the KITT filing?

6,421 Earnout Shares are additional shares issuable on or before September 9, 2027 under conditions described in a prior merger agreement.

Who is the issuer in this Form 4?

The issuer is Nauticus Robotics, Inc. (KITT).

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Accepted by SEC EDGAR 10/31/2025 - 06:43 PM EDT 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^*

TRANSOCEAN INTERNATIONAL Ltd

(Last) (First) (Middle)

CHEVRON HOUSE, 11 CHURCH STREET

FIRST FLOOR (NORTH)

(Street)

HAMILTON D0 HM11

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

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
Common Stock, par value U.S. $0.0001	10/28/2025		C		2,144,295	A	$1.76	2,150,716(1)	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
Convertible Senior Secured Term Loan 2023(2)	$1.76	10/28/2025		C			$3,773,958	09/18/2023	09/18/2026	Common Stock, par value U.S. $0.0001	2,144,295	$0	0	D

Explanation of Responses:

1. The amount reported also includes 6,421 additional shares (the "Earnout Shares") of the Issuer's common stock issuable to the Reporting Person on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (as defined in the Reporting Person's Form 3 filed on September 23, 2022).

2. The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Person consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 by the Reporting Person in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest, made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share.

	/s/ Daniel Ro-Trock by Power of Attorney	10/31/2025
	** 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.
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