RIG unit swaps debt for 2.14M KITT shares via $1.76 conversion
Rhea-AI Filing Summary
Transocean Ltd. (via Transocean International Limited) reported an insider transaction at Nauticus Robotics (KITT). On 10/28/2025, Transocean International Limited converted debt into equity, acquiring 2,144,295 shares of Nauticus common stock at a conversion price of $1.76 per share under a 2023 senior secured term loan.
Following the conversion, the filing shows 2,150,716 shares beneficially owned indirectly, which includes 6,421 Earnout Shares issuable on or before September 9, 2027 under merger earnout terms. The transaction reflects a non-cash conversion of $3,000,000 in principal together with accrued interest into equity, simplifying the lender’s position to common stock exposure.
Positive
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Negative
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Insights
Debt-to-equity conversion at $1.76 creates 2,144,295 Nauticus shares.
Transocean International Limited converted loans under a 2023 secured term loan into 2,144,295 Nauticus common shares at $1.76 per share on 10/28/2025. The filing indicates the debt principal of $3,000,000 plus accrued interest was converted, moving the position from creditor to equity holder.
Post-transaction beneficial ownership is 2,150,716 shares indirectly, including 6,421 Earnout Shares issuable by September 9, 2027. As a Form 4 event, this is administrative in nature; actual market impact depends on future holder decisions.
Key anchors are the conversion price, share count, and the earnout schedule. Subsequent filings may provide updates on any changes in beneficial ownership or earnout fulfillment.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Convertible Senior Secured Term Loan 2023 | 0 | $0.00 | -- |
| Conversion | Common Stock, par value U.S. $0.0001 | 2,144,295 | $1.76 | $3.77M |
Footnotes (1)
- These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock that Transocean International Limited holds directly or has a right to acquire. 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 9, 2023). 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 (the "Conversion Shares") by Transocean International Limited in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest (the "Note Conversion"), 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.
