Nauticus Robotics, Inc. — Director's Dealing 2025

Feb 15, 2025

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: Nauticus Robotics, Inc. (KITT)
CIK: 0001849820
Period of Report: 2024-12-31

Reporting Person: Spiro Elliot (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-07	Common Stock	M	801	—	Acquired	2139	Direct
2024-05-28	Common Stock	M	1338	—	Acquired	2139	Direct
2023-06-07	Common Stock	J	4642	—	Acquired	4642	Indirect
2023-06-07	Common Stock	J	72084	—	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-07	Restricted Stock Units	$	M	801	Disposed		Common Stock (801)	Direct
2024-05-28	Restricted Stock Units	$	M	1338	Disposed		Common Stock (1338)	Direct
2023-06-07	Private Warrant	$11.50	A	200000	Acquired	2027-09-09	Common Stock (5556)	Indirect
2023-06-07	Private Warrant	$11.50	J	4783333	Disposed	2026-07-14	Common Stock (132871)	Indirect

Footnotes

F1: 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.

F2: Reflects holdings as of the date of this Form.

F3: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsors transferred 4,642 shares to Dumby I, L.P.

F4: The reporting person indirectly owns 4,642 shares held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

F5: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees.

F6: Securities held by CleanTech Sponsor I, LLC, of which the reporting person is a managing member. The
reporting person disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.

F7: RSUs issued on October 7, 2022 and vested on October 7, 2023.

F8: RSUs granted on November 7, 2023 and vested on May 28, 2024.

F9: For every 36 Private Warrants, the registered holder is entitled to purchase one share of Common Stock at a price of $11.50 per full share, subject to adjustment.

F10: On June 7, 2023, CleanTech Sponsor I LLC and CleanTech Investments, LLC (the "Co-Sponsors"), transferred an aggregate of 2,695,000 shares of Common Stock of the Company and 4,783,333 private warrants of the Company to certain transferees. Among those transfers, the Co-Sponsor's transferred 200,000 private warrants to Dumby I, LLP.

F11: The reporting person indirectly owns 200,000 warrants held by Dumby I L.P. Mr. Spiro's wife is General Partner of Dumby I L.P. and Mr. Spiro is not a Limited Partner of Dumby I L.P. Mr. Spiro disclaims beneficial ownership of the shares held indirectly, except to the extent of his pecuniary interest therein.