RIG unit swaps debt for 2.14M KITT shares via $1.76 conversion

Rhea-AI Filing Summary

Transocean Ltd. 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.

Insights

Equity capital markets analyst

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.

10/31/2025 - 06:34 PM

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^*

Transocean Ltd.

(Last) (First) (Middle)

TURMSTRASSE 30

(Street)

STEINHAUSEN V8 6312

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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, par value U.S. $0.0001	10/28/2025		C		2,144,295(1)	A	$1.76	2,150,716(2)	I(1)	By Transocean International Limited

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
Convertible Senior Secured Term Loan 2023(3)	$1.76	10/28/2025		C			$3,773,958	09/18/2023	09/18/2026	Common Stock, par value U.S. $0.0001	2,144,295(1)	$0	0	I(1)	By Transocean International Limited

Explanation of Responses:

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.

2. 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).

3. 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.

	/s/ Daniel Ro-Trock, Assistant Corporate Secretary	10/31/2025
	** 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.
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FAQ

What did RIG report on this Form 4 related to Nauticus (KITT)?

A debt-to-equity conversion: 2,144,295 Nauticus common shares acquired at $1.76 per share on 10/28/2025 by Transocean International Limited.

How many Nauticus shares does the reporting person beneficially own after the transaction?

2,150,716 shares beneficially owned indirectly, including 6,421 Earnout Shares issuable on or before September 9, 2027.

What was the size and terms of the converted instrument?

Conversion of $3,000,000 principal plus accrued interest from a 2023 Senior Secured Term Loan into common stock at $1.76 per share.

Who holds the shares and what is the ownership form?

Indirect ownership by Transocean International Limited, a wholly owned subsidiary of Transocean Ltd.

Does the filing include earnout shares?

Yes. It includes 6,421 Earnout Shares issuable on or before September 9, 2027 under merger earnout provisions.

What is the transaction code and date?

Code C (conversion) on 10/28/2025.