Nauticus Robotics director gains 2,162 shares

Nauticus Robotics, Inc. director Jim Bellingham acquired 2,162 shares of common stock on May 27, 2026 through the vesting and conversion of an equal number of Restricted Stock Units under the 2022 Omnibus Incentive Plan, adjusted for a 1-for-8 reverse split.

Rhea-AI Filing Summary

Nauticus Robotics, Inc. director Jim Bellingham acquired 2,162 shares of common stock on May 27, 2026 through the vesting and conversion of an equal number of Restricted Stock Units under the 2022 Omnibus Incentive Plan, adjusted for a 1-for-8 reverse split. Following the transaction he directly held 2,543 common shares, and the RSU balance reported in this filing was reduced to zero. The transaction was reported as not made under a Rule 10b5-1 trading plan.

Insider Trade Summary

2,162 shares exercised/converted

Exercise 2 txns

Insider Bellingham Jim

Role Director

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit F2, F1, F3	2,162	$0.00	$0.00
Exercise	Common Stock F1	2,162	$0.00	$0.00

Holdings After Transaction: Restricted Stock Unit — 0 contracts (Direct); Common Stock — 2,543 shares (Direct)

Footnotes (3)

1. F1. Adjusted to reflect 1 for 8 reverse stock split on April 21, 2026.
2. F2. 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.
3. F3. The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Key Figures

RSUs converted to common stock: 2,162 units Common shares acquired: 2,162 shares Common shares held after transaction: 2,543 shares +1 more

4 metrics

RSUs converted to common stock 2,162 units Restricted Stock Units converted into common stock on May 27, 2026

Common shares acquired 2,162 shares Common stock received upon RSU conversion on May 27, 2026

Common shares held after transaction 2,543 shares Direct common stock holdings of Jim Bellingham following the May 27, 2026 transaction

Reverse stock split ratio 1 for 8 Reverse stock split effective April 21, 2026 used to adjust share counts

Key Terms

Restricted Stock Unit, 2022 Omnibus Incentive Plan, contingent right, 1 for 8 reverse stock split

4 terms

Restricted Stock Unit financial

"Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2022 Omnibus Incentive Plan financial

"Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan"

contingent right financial

"represents a contingent right to receive one share of common stock"

1 for 8 reverse stock split financial

"Adjusted to reflect 1 for 8 reverse stock split on April 21, 2026"

FAQ

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

What insider transaction did Nauticus Robotics (KITT) director Jim Bellingham report?

Jim Bellingham reported acquiring 2,162 common shares of Nauticus Robotics on May 27, 2026. The shares were received through the vesting and conversion of 2,162 Restricted Stock Units granted under the company’s 2022 Omnibus Incentive Plan.

How many Nauticus Robotics (KITT) shares does Jim Bellingham hold after this Form 4?

After the reported transaction, Jim Bellingham directly holds 2,543 common shares of Nauticus Robotics. This reflects the addition of 2,162 shares received from Restricted Stock Unit conversion, with the RSU position reported in this filing reduced to zero.

Was Jim Bellingham’s Nauticus Robotics (KITT) transaction under a Rule 10b5-1 plan?

The filing indicates the transaction was not made under a Rule 10b5-1 trading plan. The document-level checkbox for Rule 10b5-1 was explicitly left unchecked, meaning the acquisition was not executed pursuant to a pre-arranged trading plan.

What role did Restricted Stock Units play in this Nauticus Robotics (KITT) Form 4?

The Form 4 shows 2,162 Restricted Stock Units converting into an equal number of common shares. These RSUs were granted under the 2022 Omnibus Incentive Plan and each unit represented a contingent right to receive one share of common stock upon vesting.

How does the 1-for-8 reverse stock split affect the Nauticus Robotics (KITT) share amounts reported?

All share amounts in the Form 4 are adjusted for a 1-for-8 reverse stock split effective April 21, 2026. A footnote states the reported figures reflect this split, so the 2,162-share RSU conversion and 2,543-share holding are post-split numbers.

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

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Available on EDGAR 07/31/2026 - 06:22 PM Accepted by SEC EDGAR 07/31/2026 - 06:21 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^*

Bellingham Jim

(Last) (First) (Middle)

C/O NAUTICUS ROBOTICS, INC.

17146 FEATHER CRAFT LN #450

(Street)

WEBSTER TEXAS 77598

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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	05/27/2026		M		2,162(1)	A	$0	2,543	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
Restricted Stock Unit	(2)	05/27/2026		M		2,162(1)		(3)	(3)	Common Stock	2,162	$0	0	D

Explanation of Responses:

1. Adjusted to reflect 1 for 8 reverse stock split on April 21, 2026.

2. 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.

3. The RSUs vest on the earlier of (i) May 27, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

	/s/ Michael A. Ferrier	07/31/2026
	** 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)