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FLORES WILLIAM reported acquisition or exercise transactions in this Form 4 filing.
Nauticus Robotics, Inc. reported that director William Flores received a grant of 72,361 Restricted Stock Units on July 23, 2026 under the company’s 2022 Omnibus Incentive Plan. Each RSU represents a contingent right to one share of common stock and vests on the earlier of May 27, 2027 or immediately before the 2027 annual meeting, subject to continued service. Following the grant, Flores directly holds 72,361 RSUs.
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.
Nauticus Robotics, Inc. discloses that more-than-10% owner Brian Isaac Dror holds his stake indirectly through RCB Equities #1, LLC. He indirectly holds 782,829 shares of common stock and 4,800 shares of Series C Convertible Preferred Stock, which are convertible into 631,579 common shares at $7.60 per share, with conversion requiring stockholder approval under Nasdaq Listing Rule 5635. The Series C Preferred was acquired by exchanging $4,000,000 of outstanding indebtedness under a Senior Secured Term Loan Agreement at a 20% premium, giving the preferred an aggregate stated value of $4,800,000.
Nauticus Robotics, Inc. has a new large shareholder group reported by RCB Equities #1, LLC and its manager, Brian Isaac Dror. They collectively report beneficial ownership of 782,829 shares of common stock, representing approximately 11.4% of the company’s common stock.
The ownership percentage is based on 6,880,706 shares outstanding as of June 26, 2026, referenced in an Exchange Agreement between RCB Equities #1, LLC and Nauticus Robotics, Inc. RCB Equities #1, LLC also holds 4,800 shares of Series C Convertible Preferred Stock, convertible into about 631,579 common shares at $7.60 per share, but this conversion is subject to stockholder approval and not exercisable within 60 days, so these potential shares are excluded from the reported beneficial ownership under Rule 13d-3(d)(1).
RCB Equities #1, LLC has sole voting and dispositive power over the 782,829 common shares, while Brian Isaac Dror is deemed to share voting and dispositive power indirectly through his role as Manager of RCB Equities #1, LLC.
Nauticus Robotics, Inc. created a new direct financial obligation by issuing an Original Issue Discount Senior Secured Convertible Debenture due 2026, called the Additional Note, with an aggregate principal amount of $1,500,000.00 to an institutional investor on July 20, 2026.
The Additional Note is convertible into 197,369 shares of common stock at a conversion price of $7.60 per share and is scheduled to mature on September 9, 2026, subject to earlier repayment as provided in the note. It was issued under a November 4, 2024 securities purchase agreement on the same terms as existing notes and was offered without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506 of Regulation D.
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.
RCB Equities 1, LLC filed an initial ownership report showing a significant stake in Nauticus Robotics, Inc. common and preferred stock. The entity reports 782,829 shares of common stock held directly.
It also holds 4,800 shares of Series C Convertible Preferred Stock with a stated value of $1,000 per share, for an aggregate stated value of $4,800,000. This Series C preferred was acquired on June 26, 2026 under an Exchange Agreement and is convertible into 631,579 shares of common stock at $7.60 per share, subject to stockholder approval under Nasdaq Listing Rule 5635. The preferred stock has no expiration date and reflects a conversion of $4,000,000 of senior secured term loan debt at a 20% premium.
Nauticus Robotics, Inc. is furnishing an updated June 2026 investor presentation outlining its strategy in subsea robotics and autonomy. Management highlights a targeted 10–20x return through revenue scaling and valuation multiple expansion, built on an integrated services, hardware, and software platform.
The presentation describes a projected $36 billion total addressable market by 2030 as subsea work shifts from human-operated to autonomous systems, and contrasts Nauticus’ position with larger industry peers. It outlines plans to move from project-based revenue toward higher-margin software and technology-enabled services, with a projected blended gross margin above 50% as the mix shifts.
Leadership notes that revenue tripled in 2025 and presents a plan with four growth engines aimed at increasing revenue from about $5 million to over $50 million over the next 3–5 years, supported by a stated $840 million pipeline. The company also cites “up to $50 million” of funding availability with a partner and an expected future compound annual growth rate greater than 100%, positioning Nauticus as a potential leader in emerging autonomous subsea operations.
Nauticus Robotics, Inc. entered into an exchange agreement with an institutional lender to convert approximately $4.0 million of secured convertible term loan indebtedness, including accrued interest, into 4,800 shares of its Series C Convertible Preferred Stock. The stated value of these preferred shares is approximately $4.8 million.
The exchange eliminates about $4.0 million of debt from Nauticus’ balance sheet and increases stockholders’ equity, and is expected to support ongoing efforts to maintain compliance with Nasdaq’s stockholders’ equity requirements. The lender also gained the right, under specified conditions, to require additional exchanges of remaining indebtedness into Series C Preferred Stock.
Nauticus Robotics is registering up to 181,159,420 shares of common stock for resale by a single selling stockholder under an equity purchase facility. The filing also covers 6,661 commitment fee shares tied to a $100,000 fee. An October 2025 Facility Agreement allows SZOP Opportunities I LLC to buy up to $250 million of newly issued stock, based on a volume‑weighted pricing formula and an assumed price of $1.38 per share. Nauticus will not receive proceeds from the selling stockholder’s market resales but may receive up to $250 million from primary sales into the facility, which it plans to use for working capital and general corporate purposes. Shares outstanding could rise from 6,840,174 to 187,959,073 if all registered shares are issued, implying very heavy dilution. The prospectus highlights risks including dilution from variable‑price issuances, potential downward pressure from resales and short‑selling by third parties, Nasdaq listing vulnerabilities, and an auditor’s substantial doubt about the company’s ability to continue as a going concern.