Nauticus Robotics (KITT) CEO exercises RSUs and sells shares for tax withholding

Rhea-AI Filing Summary

Nauticus Robotics, Inc. CEO John W. Gibson Jr. reported several equity transactions involving company stock. On February 23, 2026, he exercised 2,161 Restricted Stock Units (RSUs) at $0.00, converting them into the same number of common shares under the 2022 Omnibus Incentive Plan. The RSUs vest pro rata over three years on February 21, 2025, 2026, and 2027.

On February 24, 2026, Gibson sold 715 shares of common stock at $0.82 per share in a transaction noted as "Sell-Cover," with cash proceeds delivered to the issuer to satisfy tax withholding upon vesting. After these transactions, he held 13,351 shares of common stock directly. The holdings and share amounts are adjusted for a 1-for-9 reverse stock split that occurred in September 2025.

Insider Trade Summary

Net Seller: 715 shares ($586)

Net Sell 3 txns

Insider GIBSON JOHN W JR

Role CEO

Sold 715 shs ($586.30)

Type	Security	Shares	Price	Value
Sale	Common Stock	715	$0.82	$586.30
Exercise	Restricted Stock Units	2,161	$0.00	--
Exercise	Common Stock	2,161	$0.00	--

Holdings After Transaction: Common Stock — 13,351 shares (Direct); Restricted Stock Units — 2,160 shares (Direct)

Footnotes (1)

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

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

GIBSON JOHN W JR

(Last) (First) (Middle)

17146 FEATHERCRAFT LANE

SUITE 450

(Street)

WEBSTER TX 77598

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nauticus Robotics, Inc. [ KITT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/23/2026		M		2,161	A	$0	14,066(1)	D
Common Stock	02/24/2026		S(2)		715	D	$0.82	13,351	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	02/23/2026		M			2,161(1)	(4)	(4)	Common Stock	2,161	$0	2,160	D

Explanation of Responses:

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

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

3. 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.

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

Remarks:

	/s/ John Symington, Attorney in Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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