KITT · Nauticus Robotics, Inc.

On June 1, 2026, RCB Equities #1, LLC converted $1,000,000 of the outstanding principal under the Senior Secured Term Loan Agreement dated September 18, 2023 (as amended by the Third Amendment dated June 1, 2026) into 555,556 shares of Common Stock at a conversion price of $1.80 per share. The conversion price of $1.80 per share was available for conversion notices delivered on or before June 15, 2026. Prior to this conversion, RCB Equities #1, LLC beneficially owned approximately 259,812 shares of Common Stock.

On June 1, 2026, RCB Equities #1, LLC sold 32,539 shares of Common Stock in an open-market transaction at $2.021 per share.

Immediately upon notice

None

Following the June 1, 2026 conversion of $1,000,000 of the Senior Secured Term Loan, the remaining outstanding balance of the term loan is subject to confirmation from the loan records.

Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

Adjusted to reflect 1 for 9 reverse stock split on September 2025.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Adjusted to reflect 1 for 9 reverse stock split on September 2025.

RSUs vest pro-rata over three years on February 21, 2025, February 21, 2026 and February 21, 2027

As previously reported by the Issuer in a Form 8-K filed on March 5, 2025, the Issuer entered into an Asset Purchase Agreement (as amended, the "APA"), with SeaTrepid International LLC and other sellers on March 5, 2025, providing, among other things, for the issuance of Earn-Out Shares (as defined in the APA) to SeaTrepid International LLC, upon the satisfaction of certain conditions. The number of Earn-Out Shares issuable was determined on December 22, 2025, pursuant to a formula set forth in the APA, which provides, for the purpose of determining the number of Earn-Out Shares issuable, the Earn-Out Shares would be valued at $8.19 per share, which was the Minimum Price as defined under Nasdaq Rule 5635(d), determined as of the date of the execution of the APA. The acquired shares represent the Earn-Out Shares issued pursuant to the APA. The reporting person's right to receive additional shares became fixed and irrevocable on March 20, 2025, the closing date of the APA.

Mr. Christ is the President of SeaTrepid International LLC ("SeaTrepid") and may be deemed to share voting and investment power with respect to the securities held by SeaTrepid. Mr. Christ disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock of the Issuer that Transocean International Limited holds directly or has a right to acquire.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock of the Issuer that Transocean International Limited holds directly or has a right to acquire.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock of the Issuer that Transocean International Limited holds directly or has a right to acquire.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

The amount of securities beneficially owned following the reported transaction includes 6,421 shares of the Issuer's common stock that the reporting person has the right to receive if, on or before September 9, 2027, the shares of the Issuer's common stock meet or exceed certain target prices as set forth in the Merger Agreement described in the reporting person's Form 3 filed on September 23, 2022.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock of the Issuer that Transocean International Limited holds directly or has a right to acquire.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

Holdings reflect 1-for-9 reverse stock split on September 5, 2025.

The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Person consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 (the "Conversion Shares") by Transocean International Limited in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest (the "Note Conversion"), made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock that Transocean International Limited holds directly or has a right to acquire.

These securities are owned directly by Transocean International Limited, a Bermuda exempted company limited by shares. Transocean International Limited is a wholly owned subsidiary of Transocean Ltd. Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of common stock that Transocean International Limited holds directly or has a right to acquire.

The amount reported also includes 6,421 additional shares (the "Earnout Shares") of the Issuer's common stock issuable to the Reporting Person on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (as defined in the Reporting Person's Form 3 filed on September 9, 2023).

The amount reported also includes 6,421 additional shares (the "Earnout Shares") of the Issuer's common stock issuable to the Reporting Person on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (as defined in the Reporting Person's Form 3 filed on September 23, 2022).

The shares of the Issuer's common stock reported herein as being beneficially owned by the Reporting Person consists of the Earnout Shares and 2,144,295 shares of the Issuer's common stock acquired on October 28, 2025 by the Reporting Person in connection with the exercise of its right to convert $3,000,000 of outstanding principal amount of loans, together with accrued interest, made pursuant to that certain Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among the Issuer, the collateral agent and the other lenders party thereto (as amended, the "Convertible Note"). Loans made pursuant to the Convertible Note were convertible into shares of the Issuer's common stock at a conversion price of $1.76 per share.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

The RSUs vest on the earlier of (i) June 25, 2026, or (ii) the date immediately preceding the Company's 2026 annual meeting of stockholders.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024.

The RSUs vest on the earlier of (i) May 28, 2025, or (ii) the date immediately preceding the Company's 2025 annual meeting of stockholders.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

RSUs vest ratably over three years on the anniversary of grant.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

RSUs vest ratably over five years on the anniversary of grant.

Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting generally is subject to the reporting person remaining an employee or director of the Company, its affiliates or subsidiaries.

RSUs vest pro-rata over three years on February 21, 2025, February 21, 2026 and February 21, 2027

Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

Each Restricted Stock Unit ("RSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock.

RSUs vest on January 1, 2025

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024

Each Performance Restricted Stock Unit ("PSU") is issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock

PSUs vested 50% 12/31/2023; and 50% on 12/31/2024

Adjusted to reflect 1 for 36 reverse stock split on July 18, 2024

Sell-Cover; cash proceeds delivered to the issuer to satisfy tax withholding upon vesting.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

Each Restricted Stock Unit ("RSU"), issued on December 8, 2023, was issued pursuant to the Company's 2022 Omnibus Incentive Plan and represents a contingent right to receive one share of common stock, and vesting (i.e., forfeiture restriction termination) generally is subject to the reporting person remaining an employee (or other service provider) or director of the Company, its affiliates or subsidiaries.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

The RSUs will vest at the earlier of Mrs. Hay's departure and one year from the date of grant.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.

Holdings reflect 1-for-36 reverse stock split on July 18, 2024.