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Nauticus Robotics (KITT) shareholders approve plan increase to 6,000,000 shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
8-K/A

Rhea-AI Filing Summary

Nauticus Robotics, Inc. filed an amended current report to add details about changes to its 2022 Omnibus Incentive Plan. Shareholders at the 2026 Annual Meeting on May 27, 2026 approved an amendment increasing the number of shares available for issuance under the plan to 6,000,000 shares.

The board had previously approved the amendment, subject to shareholder approval, and it became effective immediately after the Annual Meeting. Further details are incorporated by reference from the April 17, 2026 proxy statement, and the full amended plan is filed as Exhibit 10.1.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan share pool 6,000,000 shares Shares available for issuance under 2022 Omnibus Incentive Plan after amendment
Shareholder approval date May 27, 2026 2026 Annual Meeting of Shareholders approval of plan amendment
Proxy statement filing date April 17, 2026 Definitive proxy statement on Schedule 14A describing the plan
Plan exhibit number Exhibit 10.1 Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan, as amended
Cover data file exhibit Exhibit 104 Cover Page Interactive Data File embedded within Inline XBRL document
2022 Omnibus Incentive Plan financial
"the Company’s 2022 Omnibus Incentive Plan (the “Plan”) to increase the number of available shares"
Annual Meeting of Shareholders regulatory
"at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
definitive proxy statement regulatory
"the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Schedule 14A regulatory
"definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026"
Schedule 14A is a document that companies file with regulators to share important information with shareholders before a big vote, like approving a merger or election of directors. It matters because it helps investors understand what’s happening so they can make informed decisions about the company’s future.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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Understanding 8-K Material Events →

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 27, 2026
NAUTICUS ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4061187-1699753
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification No.)
17146 Feathercraft Lane, Suite 450, Webster, TX 77598
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (281) 942-9069
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockKITTThe Nasdaq Stock Market LLC
WarrantsKITTWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Explanatory Note

On May 27, 2026, Nauticus Robotics Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”). This Amendment to Form 8-K is being filed to add the disclosure under Item 5.02 regarding approval of the amendment to the Company’s 2022 Omnibus Incentive Plan (the “Plan”) to increase the number of available shares to 6,000,000. In connection with such clarification, the additional Item 5.02 is disclosed in its entirety under Item 5.02 herein.

Except as set forth herein, the reminder of the Original Form 8-K remains unchanged. This Amendment should be read together with the Original Form 8-K.


Item 5.02    Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 27, 2026, at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of the Company, the Company’s shareholders approved, among other things, the amendment to the Plan to increase the number of shares available for issuance under the plan to 6,000,000 shares. The amendment to the Plan was previously approved by the Company’s Board of Directors, subject to shareholder approval at the Annual Meeting. The amendment to the Plan became effective on May 27, 2026, immediately following the Annual Meeting.

A detail summary of the Plan, as amended, can be found on pages 30-35 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026, which description is incorporated herein by reference. The summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, as amended, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

ExhibitDescription
10.1
Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan, as amended
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 5, 2026Nauticus Robotics, Inc.
By:/s/ Michael Ferrier
Name: Michael Ferrier
Title:General Counsel

Source: View Original Filing on SEC EDGAR

FAQ

What did Nauticus Robotics (KITT) change in its 2022 Omnibus Incentive Plan?

Nauticus Robotics amended its 2022 Omnibus Incentive Plan to increase the number of shares available for issuance to 6,000,000 shares. This change expands the pool used for equity-based compensation awards to employees, directors, and other eligible participants.

When did Nauticus Robotics (KITT) shareholders approve the incentive plan amendment?

Shareholders approved the amendment on May 27, 2026, at Nauticus Robotics’ 2026 Annual Meeting of Shareholders. The amendment became effective immediately following the meeting, after previously receiving approval from the company’s Board of Directors subject to shareholder approval.

How many shares are now available under Nauticus Robotics’ 2022 Omnibus Incentive Plan?

Following shareholder approval of the amendment, the 2022 Omnibus Incentive Plan provides for up to 6,000,000 shares available for issuance. These shares may be used for various equity awards described in the company’s proxy statement and the filed plan document.

Where can investors find more detail on Nauticus Robotics’ amended incentive plan?

A detailed summary of the amended 2022 Omnibus Incentive Plan appears on pages 30-35 of Nauticus Robotics’ Schedule 14A definitive proxy statement filed April 17, 2026. The full plan text is filed as Exhibit 10.1 to this amended report.

What exhibit in the 8-K/A contains Nauticus Robotics’ full amended incentive plan?

The full text of Nauticus Robotics’ 2022 Omnibus Incentive Plan, as amended, is included as Exhibit 10.1. This exhibit provides the complete legal terms of the plan, supplementing the summary description incorporated by reference from the company’s proxy statement.

Filing Exhibits & Attachments

1 document

Agreements & Contracts