[8-K] Nauticus Robotics, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

On 25 Jul 2025, Nauticus Robotics (NASDAQ: KITT) filed an 8-K reporting a senior finance transition. Interim CFO Victoria Hay resigned but will remain as an outside consultant via Flexible Consulting LLC. The Board simultaneously appointed Jimena Begaries (age 43) as Interim CFO and principal accounting officer.

Begaries brings 20+ years of finance experience at Weatherford International (NASDAQ: WFRD), including North America Offshore Operational Controller (Dec 2021–Apr 2025) and Director of Consolidations & Internal Reporting (Apr 2019–Nov 2021). She has consulted for Nauticus since Apr 2025. Under a Flexible Consulting contract, she will earn $22,000 per month plus up to $1,000 in expense reimbursement. No related-party or family relationships were disclosed.

The company furnished, but did not file, a press release (Exhibit 99.1) dated 28 Jul 2025 announcing the appointment. The 8-K contains no financial results, guidance, or transactional details; its scope is limited to the CFO change and associated compensation.

Positive

• Experienced finance leader with two decades at Weatherford International appointed, providing industry-relevant expertise.
• Seamless transition—Begaries has consulted for Nauticus since April, reducing onboarding time and maintaining operational continuity.

Negative

• Continued interim status reflects potential difficulty in securing a permanent CFO, signaling possible organizational instability.
• Leadership turnover—departure of another interim CFO within months may concern investors about internal controls and strategic consistency.
• Consulting arrangement cost of $22k per month adds ongoing cash outflow without long-term retention assurance.

Insights

Corporate Governance Analyst

TL;DR: Lateral interim CFO swap; experience solid, turnover may unsettle investors but impact likely neutral near-term.

The filing signals another interim finance leadership change within ten months, which can raise questions about internal stability and Sarbanes-Oxley control continuity. However, appointing Begaries—who already consults for Nauticus and has multi-region controllership experience at a NYSE-listed oil-services peer—limits onboarding risk. Compensation appears market-average for interim roles (≈$264k annualized). Because duties are outsourced via Flexible Consulting, fixed costs stay flexible. No equity grants or severance provisions were disclosed, keeping shareholder dilution unchanged. Overall governance impact: neutral; effectiveness hinges on how quickly Begaries finalizes a permanent control environment and supports future capital raises.

Risk Analyst

TL;DR: Repeated interim CFO turnover flags execution risk; absence of permanent hire could hamper financing and audit timelines.

This is the second CFO departure within a short span. Continual reliance on consultants may suggest difficulty attracting permanent talent, a potential red flag for creditors and prospective investors. Interim status can complicate audit preparation and impede long-term financial planning, particularly for a pre-profit robotics firm requiring external funding. While Begaries’ Weatherford background is relevant, she lacks prior SEC-registrant CFO tenure, adding learning-curve risk. I classify the event as modestly negative until a permanent appointment is secured.

FALSE000184982000018498202025-07-252025-07-250001849820us-gaap:CommonStockMember2025-07-252025-07-250001849820us-gaap:WarrantMember2025-07-252025-07-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 25, 2025

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40611

87-1699753

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

KITT

The Nasdaq Stock Market LLC

Warrants

KITTW

The 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. ☐

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

Departure of Executive Officer

On July 25, 2025, Victoria Hay departed as Interim Chief Financial Officer of the Company. Mrs. Hay will continue to provide services to the company through Flexible Consulting LLC.

Appointment of Chief Financial Officer

On July 25, 2025, the Board appointed Jimena Begaries as the Interim Chief Financial Officer and principal accounting officer of the Company. Ms. Begaries, 43, is a finance services consultant with Flexible Consulting LLC, and has been providing services to the Company since April 2025. Prior to joining Flexible Consulting she held a number of positions in the finance department of Weatherford International (NASDAQ: WFRD) from 2004 through April 2025, including positions as North America Offshore Operational Controller from December 2021 to April 2025 and Director of Consolidations and Internal Reporting from April 2019 to November 2021. Ms. Begaries is fluent in Spanish, and her experience includes assignments in Argentina and Dubai. Ms. Begaries holds a BS degree in Business and Economics from Lehigh University, and an MBA from Pontificia Universidad Catolica Argentina.

Ms. Begaries, through Flexible Consulting, LLC, will receive cash compensation of $22,000 per month and up to $1,000 per month of expense reimbursement. There is no arrangement or understanding between Ms. Begaries and any other person pursuant to which she was to be selected as an officer and there is no family relationship between Ms. Begaries and any of the Company’s directors, executive officers, or any person nominated or chosen by the Company to become a director or executive officer.

Item 7.01. Regulation FD Disclosure.

On July 28, 2025, the Company issued a press release announcing the appointment of Ms. Begaries. The press release is attached hereto and furnished as Exhibit 99.1 to this Current Report.

The information provided in this Item 7.01, including the accompanying Exhibit 99.1, shall be deemed “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
99.1						Press Release dated July 28, 2025

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: July 28, 2025			Nauticus Robotics, Inc.
			By:			/s/ John Symington
						Name:			John Symington
						Title:			General Counsel

FAQ

Why did Nauticus Robotics (KITT) file an 8-K on July 25, 2025?

To disclose a CFO transition: Victoria Hay resigned and Jimena Begaries was appointed Interim CFO and principal accounting officer.

Who is the new Interim CFO of KITT and what is her background?

Jimena Begaries, 43, formerly held senior finance roles at Weatherford International and has consulted for Nauticus since April 2025.

What compensation will Jimena Begaries receive?

Through Flexible Consulting LLC, she will earn $22,000 per month plus up to $1,000 monthly for expenses.

Did the 8-K include any financial results or guidance?

No. The filing focuses solely on the executive change; it provides no revenue, earnings, or outlook data.

When was the related press release about the CFO appointment issued?

The company furnished a press release dated July 28, 2025 as Exhibit 99.1.