Form 4: Transocean Converts Loan, Increases Nauticus Stake

Transocean Ltd. converted a $3 million loan into 2.14 million shares of Nauticus Robotics, Inc. common stock, increasing its beneficial ownership.

Summary

• Transocean Ltd., through its subsidiary Transocean International Limited, acquired 2,144,295 shares of Nauticus Robotics, Inc. common stock.
• This acquisition occurred on October 28, 2025, through the conversion of $3,000,000 of outstanding principal and accrued interest from a Senior Secured Term Loan.
• The conversion price was $1.76 per share.
• Following this transaction, Transocean Ltd. beneficially owns a total of 2,150,716 shares of Nauticus Robotics, Inc. common stock.
• This total includes 6,421 additional "Earnout Shares" issuable on or before September 9, 2027, subject to certain conditions outlined in a Merger Agreement.
• Transocean Ltd. is a 10% owner and director of Nauticus Robotics, Inc.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The conversion of debt to equity is generally positive for the issuer as it reduces debt burden. For the reporting person, it signifies an increased equity stake and potential long-term confidence, although it does involve dilution for other shareholders. The transaction was pre-planned, indicating stability.

Positives

• Nauticus Robotics, Inc. reduces its outstanding debt by $3,000,000 through the conversion of the Senior Secured Term Loan.
• Transocean Ltd. increases its equity stake in Nauticus Robotics, Inc., demonstrating continued commitment and belief in the company's future.
• The conversion occurred at a price of $1.76 per share, providing a clear valuation point for the transaction.

Negatives

• The conversion of debt into equity results in dilution for existing Nauticus Robotics, Inc. shareholders, as 2,144,295 new shares were issued.

Risks

• The beneficial ownership includes 6,421 "Earnout Shares" which are subject to certain earnout conditions, meaning their issuance is not guaranteed and depends on future performance or events.

Future Outlook

The filing indicates that 6,421 additional shares are issuable to Transocean Ltd. on or before September 9, 2027, contingent upon certain earnout conditions as described in the Merger Agreement.

Industry Context

Conversions of convertible debt into equity are common financing mechanisms, particularly for growth-stage companies like Nauticus Robotics, Inc., which operates in the robotics and autonomous systems sector. Such transactions allow companies to manage their debt obligations while providing investors like Transocean Ltd. an opportunity to increase their equity exposure and potentially benefit from future growth. This move by Transocean, a major player in the offshore drilling industry, suggests a strategic interest in advanced robotics and automation technologies, which are increasingly relevant across various industrial sectors.

Related Party Transactions

• Transocean Ltd., through its wholly-owned subsidiary Transocean International Limited, converted a loan into shares of Nauticus Robotics, Inc.
• Transocean Ltd. is identified as a Director and 10% Owner of Nauticus Robotics, Inc., making this a related party transaction.

Stakeholder Impact

• Shareholders of Nauticus Robotics, Inc.: Experience dilution due to the issuance of 2,144,295 new common shares.
• Nauticus Robotics, Inc. (Company): Benefits from a reduction in its outstanding debt by $3,000,000, improving its balance sheet.
• Transocean Ltd. (Reporting Person): Increases its equity ownership and influence in Nauticus Robotics, Inc., converting a debt position into a direct equity stake.

Next Steps

• Issuance of 6,421 Earnout Shares to Transocean Ltd. on or before September 9, 2027, subject to specific earnout conditions.

Key Dates

Keywords

Nauticus Robotics, Transocean, KITT, insider transaction, Form 4, stock conversion, debt conversion, equity stake, 10b5-1 plan, earnout shares, beneficial ownership