Christ Robert Douglas 4

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.