Earn-out shares issued in Nauticus Robotics (NASDAQ: KITT) SeaTrepid deal

Rhea-AI Filing Summary

Nauticus Robotics, Inc. reported an insider Form 4 related to its acquisition of SeaTrepid. SeaTrepid International LLC received 671,551 shares of Common Stock as earn-out consideration, valued at $8.19 per share for calculation purposes under an Asset Purchase Agreement.

The number of earn-out shares was determined on December 22, 2025, using a formula in the agreement, after the right to receive these shares became fixed on March 20, 2025, the closing date. The shares are held by SeaTrepid International LLC. Robert Douglas Christ, President of SeaTrepid, may be deemed to share voting and investment power but disclaims beneficial ownership except for his pecuniary interest.

Insights

M&A and equity compensation analyst

Earn-out equity issued to acquisition seller; routine, non-cash consideration.

Nauticus Robotics completed an equity-based earn-out tied to its purchase of SeaTrepid. SeaTrepid International LLC received 671,551 common shares as Earn-Out Shares, with the amount derived from a formula using a reference value of $8.19 per share under Nasdaq Rule 5635(d).

This is classified as an “other” (code J) restructuring-type transaction, not an open-market buy or sale. The Form 4 shows 671,551 shares held indirectly following the transaction. Mr. Christ is President of SeaTrepid and may share voting and investment power but disclaims beneficial ownership beyond his pecuniary interest.

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

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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^*

Christ Robert Douglas

(Last) (First) (Middle)

17146 FEATHERCRAFT LANE

SUITE 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2025

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	12/22/2025		J(1)		671,551	A	$8.19	671,551(1)	I	Shares held by SeaTrepid International LLC(2)

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

Explanation of Responses:

1. As previously reported by the Issuer in a Form 8-K filed on March 5, 2025, the Issuer entered into an Asset Purchase Agreement (as amended, the "APA"), with SeaTrepid International LLC and other sellers on March 5, 2025, providing, among other things, for the issuance of Earn-Out Shares (as defined in the APA) to SeaTrepid International LLC, upon the satisfaction of certain conditions. The number of Earn-Out Shares issuable was determined on December 22, 2025, pursuant to a formula set forth in the APA, which provides, for the purpose of determining the number of Earn-Out Shares issuable, the Earn-Out Shares would be valued at $8.19 per share, which was the Minimum Price as defined under Nasdaq Rule 5635(d), determined as of the date of the execution of the APA. The acquired shares represent the Earn-Out Shares issued pursuant to the APA. The reporting person's right to receive additional shares became fixed and irrevocable on March 20, 2025, the closing date of the APA.

2. Mr. Christ is the President of SeaTrepid International LLC ("SeaTrepid") and may be deemed to share voting and investment power with respect to the securities held by SeaTrepid. Mr. Christ disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

Remarks:

	/s/ John Symington, Attorney in Fact	03/20/2026
	** 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)

FAQ

What transaction did Nauticus Robotics (KITT) disclose in this Form 4?

Nauticus Robotics disclosed an insider-related transaction where SeaTrepid International LLC received 671,551 common shares as Earn-Out Shares. These shares were issued under an Asset Purchase Agreement tied to Nauticus’s acquisition of SeaTrepid, reflecting non-cash equity consideration rather than an open-market trade.

How many Nauticus Robotics (KITT) shares did SeaTrepid International LLC receive?

SeaTrepid International LLC received 671,551 shares of Nauticus Robotics common stock. The share count was calculated using a formula in the Asset Purchase Agreement, which valued the Earn-Out Shares at $8.19 per share for determining how many shares would be issued.

What price was used to calculate the Nauticus Robotics earn-out shares?

The earn-out calculation used a value of $8.19 per share for Nauticus Robotics stock. This figure represented the Minimum Price under Nasdaq Rule 5635(d) as of the Asset Purchase Agreement’s execution date and was applied solely to determine the number of Earn-Out Shares issued.

When did the right to Nauticus Robotics earn-out shares become fixed?

The right to receive Nauticus Robotics Earn-Out Shares became fixed and irrevocable on March 20, 2025, the closing date of the Asset Purchase Agreement. The actual number of shares, 671,551, was later determined on December 22, 2025 using the agreement’s earn-out formula.

How is Robert Douglas Christ related to the Nauticus Robotics shares in this filing?

Robert Douglas Christ is the President of SeaTrepid International LLC, which holds the Nauticus Robotics shares. He may share voting and investment power over these securities but disclaims beneficial ownership except to the extent of his pecuniary interest in SeaTrepid’s holdings.

Does this Nauticus Robotics Form 4 reflect an insider buy or sell in the market?

No, this Form 4 reflects an “other” code J transaction related to an acquisition earn-out, not an open-market buy or sell. Shares were issued to SeaTrepid International LLC as Earn-Out Shares under an Asset Purchase Agreement, representing non-cash equity consideration for the SeaTrepid deal.