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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001083269-25-000010 0001451505 XXXXXXXX LIVE 3 Common stock, par value $0.0001 per share 11/28/2025 false 0001849820 63911H306 NAUTICUS ROBOTICS, INC. 17146 FEATHERCRAFT LANE SUITE 450 WEBSTER TX 77598 Sandro Thoma 41 41 749-0500 Turmstrasse 30 Steinhausen V8 CH-6312 Chelsea Hassell 1 441 543-9870 Chevron House, 11 Church Street First Floor (North) Hamilton D0 HM11 0001451505 N Transocean Ltd. b OO N V8 0.00 6421.00 0.00 6421.00 6421.00 N 0.1 CO (1) The amount reported in Row (8), Row (10) and Row (11) is the number of shares of common stock ("shares") of Nauticus Robotics, Inc. (the "Issuer") that the reporting person has a right to acquire on or before September 9, 2027, pursuant to certain earnout conditions, as described in the Merger Agreement (the "Earnout Shares"). (2) The percentage reported in Row (13) is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). 0001083269 N Transocean International Limited b OO N D0 0.00 6421.00 0.00 6421.00 6421.00 N 0.1 CO (1) The amount reported in Row (8), Row (10) and Row (11) is the number of Earnout Shares. (2) The percentage reported in Row (13) is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Common stock, par value $0.0001 per share NAUTICUS ROBOTICS, INC. 17146 FEATHERCRAFT LANE SUITE 450 WEBSTER TX 77598 This Amendment No. 3 to Schedule 13D (this "Amendment") amends the statement on Schedule 13D originally filed with the SEC on September 19, 2022, as previously amended (the "Prior 13D"), with respect to the shares of the Issuer. Unless set forth in this Amendment, all Items are unchanged from the Prior 13D. Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Prior 13D. Item 3 is deleted in its entirety and replaced with the following: The shares reported herein as being beneficially owned by the Reporting Persons are the Earnout Shares. Item 5 is deleted in its entirety and replaced with the following: As of the date hereof, Transocean International Limited beneficially owns 6,421 shares of the Issuer, constituting approximately 0.047% of the 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Because Transocean Ltd. controls Transocean International Limited, both Transocean Ltd. and Transocean International Limited are deemed to beneficially own the shares of the Issuer that Transocean International Limited holds directly or has a right to acquire. The percentage beneficially owned reported herein is based on 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Transocean Ltd. and Transocean International Limited have shared voting and dispositive power over the shares of the Issuer beneficially owned by Transocean International Limited. Except as described herein, the Reporting Persons have not effected any reportable transactions in the shares of the Issuer within the last 60 days: (1) on November 28, 2025, Transocean International Limited sold 28,185 shares of the Issuer in the open market at a price of $0.90 per share of the Issuer; (2) on December 1, 2025, Transocean International Limited sold 61,351 shares of the Issuer in the open market at a price of $0.81 per share of the Issuer; (3) on December 2, 2025, Transocean International Limited sold 32,839 shares of the Issuer in the open market at a price of $0.74 per share of the Issuer; and (4) on December 3, 2025, Transocean International Limited sold 2,021,920 shares of the Issuer in the open market at a price of $1.02 per share of the Issuer (collectively, the "Sale Transactions"). Except as set forth herein, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of the Issuer owned by the Reporting Persons. As a result of the Sale Transactions, on December 3, 2025, each of the Reporting Persons ceased to be a benefical owner of more than 5% of the outstanding shares of the Issuer based on the 13,710,615 shares of the Issuer outstanding as of November 13, 2025, as disclosed by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2025, including the Earnout Shares in accordance with Rule 13d-3(d)(1)(i). Item 7 is supplemented to incorporate herein by reference that certain Limited Power of Attorney for SEC Reporting Purposes, dated effective as of January 7, 2025, filed as Exhibit 99.1 to the Prior 13D. Transocean Ltd. /s/ Daniel Ro-Trock Assistant Corporate Secretary 12/04/2025 Transocean International Limited /s/ Daniel Ro-Trock Daniel Ro-Trock, by Power of Attorney 12/04/2025