Nauticus Robotics holder converts debt to stock

RCB Equities #1, LLC, a ten percent owner of Nauticus Robotics, Inc., converted $1,000,000 of principal under a Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026.

Rhea-AI Filing Summary

RCB Equities #1, LLC, a ten percent owner of Nauticus Robotics, Inc., converted $1,000,000 of principal under a Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026. It also sold 32,539 shares in an open-market transaction at $2.021 per share the same day, and held 782,829 shares of common stock afterward, up from approximately 259,812 shares before the conversion.

Insider Trade Summary

Net Seller: 32,539 shares

Net Sell 3 txns

Insider RCB EQUITIES 1, LLC

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 F4	555,556	$1.80	$1.00M
Sale	COMMON STOCK F5	32,539	$2.021	$66K

Holdings After Transaction: SENIOR SECURED TERM LOAN (09/23/2023, AS AMENDED) — 0 contracts (Direct); COMMON STOCK — 782,829 shares (Direct)

Footnotes (5)

1. F1. Immediately upon notice
2. F2. None
3. 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.
4. F4. On June 1, 2026, RCB Equities #1, LLC converted $1,000,000 of the outstanding principal under the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended by the Third Amendment dated June 1, 2026) into 555,556 shares of Common Stock at a conversion price of $1.80 per share. The conversion price of $1.80 per share was available for conversion notices delivered on or before June 15, 2026. Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 259,812 shares of Common Stock.
5. F5. On June 1, 2026, RCB Equities #1, LLC sold 32,539 shares of Common Stock in an open-market transaction at $2.021 per share.

Key Figures

Loan Principal Converted: $1,000,000 Shares Issued on Conversion: 555,556 shares Conversion Price: $1.80 per share +4 more

7 metrics

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

Shares Issued on Conversion 555,556 shares Common stock received by RCB Equities #1, LLC upon loan conversion

Conversion Price $1.80 per share Price used to convert Senior Secured Term Loan into common stock

Shares Sold 32,539 shares Common stock sold in open-market transaction on June 1, 2026

Sale Price $2.021 per share Price received for shares sold in open-market transaction

Holdings After Transactions 782,829 shares RCB Equities #1, LLC direct common stock holdings following June 1, 2026 activity

Prior Beneficial Holdings 259,812 shares Approximate common stock beneficially owned before the loan conversion

Key Terms

Senior Secured Term Loan, conversion of derivative security, beneficially owned, open-market transaction

4 terms

Senior Secured Term Loan financial

"converted $1,000,000 of the outstanding principal under the Senior Secured Term Loan Agreement"

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_code_description": "Conversion of derivative security""

beneficially owned financial

"Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 259,812 shares"

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.

open-market transaction financial

"sold 32,539 shares of Common Stock in an open-market transaction at $2.021 per share"

An open-market transaction is a buy or sell of a company's shares or other securities conducted on a public exchange at the current market price, rather than through a private agreement. Investors watch these trades because they change the number of shares available and can move the price immediately—similar to how a large purchase at a busy store can raise demand and affect the checkout price—so such activity can signal market sentiment and alter ownership stakes.

FAQ

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

What insider activity did RCB Equities report for Nauticus Robotics (KITT)?

RCB Equities #1, LLC converted $1,000,000 of a Senior Secured Term Loan into 555,556 Nauticus Robotics common shares, then sold 32,539 shares in an open-market trade, ending with 782,829 shares held directly.

How many Nauticus Robotics (KITT) shares were issued in the debt conversion?

The loan conversion yielded 555,556 shares of Nauticus Robotics common stock at a conversion price of $1.80 per share, in exchange for $1,000,000 of principal under the Senior Secured Term Loan.

What Nauticus Robotics (KITT) shares did RCB Equities sell and at what price?

On June 1, 2026, RCB Equities #1, LLC sold 32,539 shares of Nauticus Robotics common stock in an open-market transaction at $2.021 per share, as reported in the Form 4 footnotes.

How did RCB Equities’ Nauticus Robotics (KITT) holdings change after these transactions?

Before the conversion, RCB Equities #1, LLC beneficially owned approximately 259,812 shares. After converting debt and selling shares, it reported holding 782,829 shares of Nauticus Robotics common stock directly.

What is the relationship between the converted loan and Nauticus Robotics (KITT) stock?

The Senior Secured Term Loan allowed conversion into Nauticus Robotics common stock. On June 1, 2026, $1,000,000 of outstanding principal was converted into 555,556 shares at a fixed $1.80 per-share conversion price.

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

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Accepted by SEC EDGAR 07/14/2026 - 06:37 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^*

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)
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)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	06/01/2026		C		555,556(4)	A	$1.8	815,368	D
COMMON STOCK	06/01/2026		S		32,539(5)	D	$2.021	782,829	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)	$1.8	06/01/2026		C		$1,000,000		(1)	(2)	COMMON STOCK, $0.0001 PAR VALUE	555,556	$1.8	$5,300,000(3)	D

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.

4. On June 1, 2026, RCB Equities #1, LLC converted $1,000,000 of the outstanding principal under the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended by the Third Amendment dated June 1, 2026) into 555,556 shares of Common Stock at a conversion price of $1.80 per share. The conversion price of $1.80 per share was available for conversion notices delivered on or before June 15, 2026. Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 259,812 shares of Common Stock.

5. On June 1, 2026, RCB Equities #1, LLC sold 32,539 shares of Common Stock in an open-market transaction at $2.021 per share.

	BRIAN ISAAC DROR	07/14/2026
	** 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)