Welcome to our dedicated page for Nauticus Robotic SEC filings (Ticker: KITT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Nauticus Robotics, Inc. (NASDAQ: KITT) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including Forms 10-K, 10-Q, 8-K, proxy statements, and registration-related documents. For a subsea robotics and software company like Nauticus, these filings offer detailed insight into capital structure, preferred stock designations, debt arrangements, and listing compliance actions that are not fully captured in brief news releases.
Recent Form 8-K filings describe material definitive agreements such as Amendment and Exchange Agreements with institutional investors, under which portions of secured convertible term loans and original issue discount senior secured convertible debentures may be exchanged into Series C preferred convertible stock. The filings summarize key terms of the Series C Preferred Stock, including ranking, dividend provisions, conversion mechanics, alternate conversion pricing, triggering events, redemption rights, and covenants that limit additional indebtedness, liens, and certain capital stock issuances.
Other 8-Ks detail an equity purchase facility agreement and related registration rights agreement with an institutional investor, providing for a committed equity line up to a specified amount of common stock over a defined commitment period, subject to Nasdaq exchange caps and stockholder approval. Additional filings reference at-the-market offerings, opinions of counsel, and amendments to the company’s certificate of incorporation, including a 1-for-9 reverse stock split approved by stockholders and implemented to address Nasdaq bid price requirements.
Filings also document Nasdaq listing matters, including deficiency letters regarding minimum market value of listed securities and equity requirements, the company’s hearings before a Nasdaq Hearings Panel, and the imposition of a Panel Monitor. Proxy materials, such as definitive proxy statements and notices of special meetings, explain proposals for stock issuances under Nasdaq Rule 5635, adjournment provisions, and other stockholder approvals tied to financing and capital structure changes.
On Stock Titan, these SEC documents are updated in near real time from EDGAR and are paired with AI-powered summaries that highlight the most important terms, triggers, and structural changes. Users can quickly understand how new preferred stock series, equity facilities, reverse splits, or Nasdaq compliance events may affect KITT common stock, warrants (KITTW), and overall shareholder rights, without reading every page of the underlying filings.
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.
Nauticus Robotics entered a strategic financing agreement with Master Investment Group involving up to
The Series D Preferred Stock carries a 10% annual dividend on a
Separately, Nauticus issued a
Nauticus Robotics, Inc. held a special stockholder meeting where investors approved several key capital structure proposals. Stockholders backed issuing common shares under an Equity Purchase Facility Agreement and issuing common shares upon conversion of Series C Convertible Preferred Stock under an Amendment and Exchange Agreement, both pursuant to Nasdaq Rule 5635.
They also approved authorizing the board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, at the board’s discretion, and approved the ability to adjourn the meeting if needed. A separate proposal to increase authorized common shares from 625,000,000 to 1,500,000,000 received a majority of votes cast but failed because it did not achieve the required majority of all issued and outstanding shares. A total of 11,234,591 shares, or 40.04% of shares outstanding as of December 22, 2025, were represented in person or by proxy.
Nauticus Robotics, Inc. disclosed that it has entered into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. The exchange transactions rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 3, 2025, the company filed a certificate of designations establishing the rights and preferences of the Series C Convertible Preferred Stock and closed an exchange with three institutional investors, issuing 3,814 Series C preferred shares to them.
Nauticus Robotics entered into Amendment and Exchange Agreements with an institutional investor to swap portions of its existing secured convertible loans and debentures into 3,814 shares of new Series C convertible preferred stock, relying on a registration exemption under Section 3(a)(9). The company also agreed to seek stockholder approval by early 2026 for one or more reverse stock splits up to 250‑for‑1, an increase in authorized common shares from 625,000,000 to 1,500,000,000, and Nasdaq‑compliant approval of all securities issuances tied to these financings.
The Series C Preferred Stock will have a stated value of $1,000 per share, rank senior to common stock on dividends and liquidation, and carry a 10% annual dividend on an as‑converted basis, with the rate rising to up to 18% if certain triggering events occur. Holders can convert at a fixed price of $0.95 per share of common stock or at an alternate price tied to market VWAP with a floor of $0.19, subject to multiple anti‑dilution and adjustment mechanisms. The preferred shares have no regular voting rights but include strict covenants limiting new debt, dividends on junior securities, and additional preferred issuances, along with company and holder redemption and change‑of‑control exchange features.
Nauticus Robotics, Inc. (KITT) director stock purchase reported
A director of Nauticus Robotics reported buying 10,000 shares of common stock on 11/25/2025 at a price of $0.89 per share. Following this transaction, the director beneficially owns 14,501 shares held directly. The filing notes that these holdings reflect a 1-for-36 reverse stock split that occurred on July 18, 2024 and a subsequent 1-for-9 reverse stock split on September 5, 2025, meaning the reported share amounts are adjusted for both corporate actions.
Nauticus Robotics (KITT) filed an administrative update, submitting the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 tied to its previously disclosed at‑the‑market offering. The filing also includes a related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). This update documents legal support for the existing ATM program and does not introduce new financing terms.
Nauticus Robotics (KITT) filed its Q3 2025 10-Q, showing higher revenue but continued losses and tight liquidity. Revenue rose to $1,976,795 from $370,187 a year ago as services ramped under cost‑plus contracts. Operating loss was $5,877,920, and net loss was $6,639,948, compared with net income last year that benefited from non‑cash fair value gains.
Cash increased to $5,492,350 from $1,186,047 at year‑end, aided by a $24,377,196 ATM program and $2,855,000 of Series B Preferred proceeds. Total assets were $42,813,211, including $10,652,389 of goodwill from the SeaTrepid acquisition, while total liabilities were $46,936,197, leaving stockholders’ deficit at $4,122,986.
All notes payable were reclassified to current during the quarter; management intends to refinance or extend these obligations, though no agreements were in place as of September 30, 2025. Common shares outstanding were 6,427,297 as of September 30, 2025; the company later reported 13,710,615 shares outstanding as of November 13, 2025.
Nauticus Robotics (KITT) reported an insider transaction: a director and 10% owner converted a Convertible Senior Secured Term Loan into 2,144,295 shares of common stock at $1.76 per share on October 28, 2025 (code C). Following the conversion, the reporting person beneficially owned 2,150,716 shares, which includes 6,421 Earnout Shares issuable on or before September 9, 2027. The derivative position was reduced to zero after the conversion.
Transocean Ltd. (via Transocean International Limited) reported an insider transaction at Nauticus Robotics (KITT). On 10/28/2025, Transocean International Limited converted debt into equity, acquiring 2,144,295 shares of Nauticus common stock at a conversion price of $1.76 per share under a 2023 senior secured term loan.
Following the conversion, the filing shows 2,150,716 shares beneficially owned indirectly, which includes 6,421 Earnout Shares issuable on or before September 9, 2027 under merger earnout terms. The transaction reflects a non-cash conversion of $3,000,000 in principal together with accrued interest into equity, simplifying the lender’s position to common stock exposure.