Nauticus (KITT) 10% Owner RCB Equities Converts Debt to 168,011 Shares

What Happened

• RCB Equities #1, LLC (a reported 10% owner) converted $250,000 of outstanding principal under Nauticus Robotics’ Senior Secured Term Loan into 168,011 shares of Common Stock. The conversion price was $1.488 per share (reported on the Form 4 as $1.49), so the conversion equals roughly $250,000 of debt turned into equity. This was an acquisition via conversion of a derivative/security tied to the loan, not an open-market purchase.

Key Details

• Transaction date: September 30, 2026. Conversion price: $1.488 per share (conversion window Sept 30–Oct 2, 2026).
• Shares acquired: 168,011 shares; dollar amount: $250,000 of loan principal converted.
• Shares owned after transaction: reported prior ownership ~125,080 shares; after adding 168,011 shares the beneficial holding is ~293,091 shares.
• Reverse split: issuer completed a 1-for-6 reverse split on Sept 24, 2026; RCB’s pre-split holdings were reported as ~750,843 shares (per footnote).
• Filing: Form 4 filed Oct 1, 2026 (the filing appears timely). No 10b5-1 plan or tax-withholding notes were reported.
• Additional note: the Form shows a derivative/secondary line (N/A shares) as part of the conversion reporting. Footnote F5 states the remaining outstanding balance of the term loan after this conversion is subject to confirmation from loan records.

Context

• This was an institutional conversion of debt to equity by a 10% holder, not an executive open-market trade. Conversions like this increase the holder’s stock position and reduce loan principal; they do not necessarily indicate immediate selling activity. The conversion price was available for notices delivered from Sept 30 through Oct 2, 2026.