RCB EQUITIES 1, LLC 4

What Happened
RCB Equities #1, LLC (a reported 10% owner) converted $1,000,000 of outstanding principal under Nauticus Robotics’ Senior Secured Term Loan into 555,556 shares of common stock at $1.80 per share on June 1, 2026 (conversion recorded as $1,000,001). On the same day it sold 32,539 shares in an open‑market transaction at about $2.021 per share, generating roughly $65,761. The filing also lists an additional derivative conversion entry with no share count reported; the primary conversion is described in the footnotes.

Key Details

• Transaction date: June 1, 2026. Conversion price: $1.80/share (conversion availability noted through June 15, 2026). Open‑market sale price: ~$2.021/share (file notes $2.021).
• Shares acquired by conversion: 555,556 (value shown $1,000,001). Shares sold on market: 32,539 (proceeds ≈ $65,761).
• Beneficial ownership before conversion: ~259,812 shares (per filing). Calculated beneficial ownership after conversion and sale: ~782,829 shares (259,812 + 555,556 − 32,539). This is a calculation based on footnote figures.
• Notable footnotes: conversion was part of a June 1, 2026 amendment to the Sept 18, 2023 term loan; remaining outstanding loan balance is noted as “subject to confirmation” from loan records. Footnote also states the $1.80 conversion price was available for notices delivered on or before June 15, 2026.
• Filing timing: Form 4 was filed July 14, 2026 for a June 1 transaction — the filing appears late (filed >2 business days after the transaction).

Context
This activity is from a 10% owner (an institutional entity), not an individual officer or director. The conversion is a debt‑to‑equity transaction (the holder acquired shares by converting loan principal), which increases insider ownership, while the small open‑market sale reduced a portion of shares. The filing is factual and does not state the buyer’s motive; note the filing lists one derivative conversion with no reported share count but provides details for the $1.0M conversion.