Christ Robert Douglas 4
4 · Nauticus Robotics, Inc. · Filed Mar 20, 2026
Research Summary
AI-generated summary of this filing
Nauticus (KITT) SeaTrepid President Christ R. Douglas Receives 671,551 Shares
What Happened Christ R. Douglas, President of SeaTrepid International LLC, is reported as acquiring 671,551 shares of Nauticus Robotics (KITT) on 2025-12-22. The shares were issued as earn-out consideration under an Asset Purchase Agreement and were valued at $8.19 per share, for a total reported value of $5,500,003. The transaction is coded as "J" (other acquisition or disposition) in the Form 4 and represents issuance of earn-out shares rather than an open-market purchase.
Key Details
- Transaction date and price: 2025-12-22; 671,551 shares at $8.19 per share; total value $5,500,003.
- Filing date: Form 4 was filed on 2026-03-20 — this appears late (Form 4s are normally due within 2 business days of the transaction).
- Shares owned after transaction: Not specified in the provided filing.
- Footnote highlights:
- The earn-out shares were issued pursuant to an Asset Purchase Agreement (APA) between Nauticus and SeaTrepid. The number of earn-out shares was determined on 2025-12-22 by a formula in the APA; the shares were valued at $8.19 per share (the Nasdaq "Minimum Price" used in the APA). The reporting party’s right to receive additional shares became fixed and irrevocable at the APA closing on 2025-03-20.
- Mr. Douglas is President of SeaTrepid and may be deemed to share voting and investment power over the shares held by SeaTrepid; he disclaims beneficial ownership except to the extent of his pecuniary interest.
Context These shares were issued as deal consideration (earn-out shares) from an acquisition agreement, not purchased in the open market. Earn-out issuances reflect contractually agreed payments tied to deal terms and should be interpreted differently than an outright insider purchase or sale. The late filing reduces the timeliness of public disclosure but does not, by itself, indicate the substance of the transaction.
Insider Transaction Report
- Other
Common Stock
[F1][F2]2025-12-22$8.19/sh+671,551$5,500,003→ 671,551 total(indirect: By LLC)
Footnotes (2)
- [F1]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.
- [F2]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.