SCHEDULE: Transocean Converts Debt to Equity in Nauticus Robotics

Transocean International Limited has converted $3 million in debt into common stock of Nauticus Robotics, increasing its stake to 15.8%.

Summary

• Transocean International Limited, a wholly-owned subsidiary of Transocean Ltd., has increased its beneficial ownership in Nauticus Robotics, Inc. to 2,150,716 shares of common stock.
• This represents approximately 15.8% of Nauticus Robotics' common stock outstanding as of October 30, 2025, based on 13,603,877 shares.
• The increase in ownership resulted from the conversion of $3,000,000 of outstanding principal and accrued interest from a Senior Secured Term Loan Agreement (Convertible Note) into 2,144,295 shares of common stock.
• The conversion occurred on October 28, 2025, at a conversion price of $1.76 per share.
• The total beneficial ownership also includes 6,421 additional Earnout Shares issuable to Transocean International Limited on or before September 9, 2027, under certain merger agreement conditions.
• Transocean Ltd. and Transocean International Limited share voting and dispositive power over these shares.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. For Nauticus Robotics, the conversion reduces debt, which is generally favorable for financial health. For Transocean, it solidifies a significant equity stake. The transaction itself is a pre-arranged event, so it doesn't indicate new operational performance, but rather the execution of a prior financing agreement.

Positives

• Nauticus Robotics has reduced its outstanding debt by $3,000,000 through the conversion of the Convertible Note, strengthening its balance sheet.

Negatives

• Existing shareholders of Nauticus Robotics experienced dilution due to the issuance of 2,144,295 new shares as part of the debt conversion.

Future Outlook

The reporting persons, Transocean International Limited and Transocean Ltd., do not have any present plans or proposals that would result in actions such as mergers, asset sales, changes in management, or other significant corporate transactions, beyond the described debt conversion.

Industry Context

This transaction reflects a common financing strategy where a strategic investor, such as Transocean (a leading offshore contract drilling services provider), converts existing debt into equity in a related or complementary technology company like Nauticus Robotics. Such conversions can reduce the issuer's debt burden while solidifying the investor's long-term stake and strategic alignment, particularly in industries where technological advancements (like robotics in offshore operations) are crucial.

Stakeholder Impact

• Shareholders of Nauticus Robotics will experience dilution of their ownership percentage due to the issuance of new shares.
• Creditors of Nauticus Robotics (specifically Transocean as a lender) have converted their debt into equity, altering the company's capital structure.

Next Steps

• Issuance of 6,421 additional Earnout Shares to Transocean International Limited on or before September 9, 2027, subject to certain merger agreement conditions.

Key Dates

Recommendation

This filing primarily discloses a pre-arranged debt-to-equity conversion by a significant shareholder, Transocean. While it reduces Nauticus Robotics' debt, it also results in shareholder dilution. The transaction itself does not provide new insights into the company's operational performance or future prospects beyond the execution of a prior financing agreement. Therefore, a 'hold' recommendation is appropriate as it doesn't present a compelling reason for a significant change in investment strategy based solely on this disclosure.

Keywords

Nauticus Robotics, Transocean, Debt Conversion, Equity Stake, Schedule 13D, Common Stock, Beneficial Ownership, Convertible Note, Offshore Drilling