How is the Series D preferred related to Nauticus Robotics’ Purchase Agreement?

The Certificate of Designation implements terms of a Securities Purchase Agreement signed February 6, 2026 with Master Investment Group. Under that agreement, Nauticus agreed to issue Series D preferred shares and common stock purchase warrants to the investor.

Nauticus Robotics creates Series D preferred stock

Nauticus Robotics, Inc. has created a new class of preferred equity as part of a previously disclosed financing.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nauticus Robotics, Inc. has created a new class of preferred equity as part of a previously disclosed financing. On July 6, 2026, the company filed a Certificate of Designation establishing up to 50,000 shares of Series D Convertible Preferred Stock. Each share has a stated value of $1,000 and carries 10% per annum cumulative dividends, meaning unpaid dividends accumulate over time. The Series D is convertible into common stock under specified terms, including Nasdaq stockholder approval requirements, and also carries liquidation, redemption and voting rights. The filing is tied to a Securities Purchase Agreement with Master Investment Group and represents a material modification to the rights of existing security holders.

Insights

Nauticus adds a high-yield, convertible preferred layer to its capital structure.

Nauticus Robotics has implemented its earlier financing agreement by creating Series D Convertible Preferred Stock. The authorization of up to 50,000 shares at a stated value of $1,000 each and 10% cumulative dividends adds a senior security ahead of common equity.

The preferred shares can convert into common stock, subject to Nasdaq stockholder approval requirements, and include liquidation, redemption and voting rights. These features mean the Series D sits between debt and common equity in risk and priority, influencing both future cash obligations and potential dilution paths.

Economic impact will depend on how much of the authorized Series D is ultimately issued, the timing of any conversions into common stock, and how redemption and voting rights interact with future corporate actions under the Purchase Agreement dated February 6, 2026.

8-K Event Classification

3 items: 3.03, 5.03, 9.01

3 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized Series D shares: 50,000 shares Stated value per Series D share: $1,000 per share Dividend rate: 10% per annum +2 more

5 metrics

Authorized Series D shares 50,000 shares Maximum Series D Convertible Preferred Stock authorized in Certificate of Designation

Stated value per Series D share $1,000 per share Stated value of each Series D Convertible Preferred Stock share

Dividend rate 10% per annum Cumulative dividend rate on Series D Convertible Preferred Stock

Purchase Agreement date February 6, 2026 Date Nauticus entered Securities Purchase Agreement with Master Investment Group

Certificate filing date July 6, 2026 Date Certificate of Designation for Series D was filed in Delaware

Key Terms

Series D Convertible Preferred Stock, Certificate of Designation, cumulative dividends, liquidation preferences, +2 more

6 terms

Series D Convertible Preferred Stock financial

"establishing a new series of preferred stock designated as the Company's Series D Convertible Preferred Stock"

Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.

Certificate of Designation regulatory

"the Company filed ... a Certificate of Designations of Series D Convertible Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

cumulative dividends financial

"cumulative dividends at a rate of 10% per annum"

A feature of some dividend-paying securities—most often preferred shares—where any dividends the issuer skips or defers are recorded and must be paid later before other shareholders receive dividends. Think of it like missed subscription payments that pile up and must be settled first. For investors this matters because it increases the likelihood of receiving owed income and gives these holders priority on company cash, affecting income reliability and risk.

liquidation preferences financial

"including, among other things •a stated value ... •cumulative dividends ... •conversion rights ... •liquidation preferences; and •redemption and voting rights"

Liquidation preferences are contract terms that determine who gets paid first and how much when a company is sold, merged, or shuts down. Think of them like a special checkout lane that lets certain investors reclaim a set amount—often their original investment or a multiple—before other owners receive any proceeds; this protection changes how much different stakeholders can expect to get from an exit and influences investment value and negotiating power.

redemption and voting rights financial

"•liquidation preferences; and •redemption and voting rights"

Nasdaq stockholder approval requirements regulatory

"conversion rights into shares ... subject to the terms and limitations set forth therein, including applicable Nasdaq stockholder approval requirements"

FAQ

What did Nauticus Robotics (KITT) change in this 8-K filing?

Nauticus Robotics created a new Series D Convertible Preferred Stock class. The company filed a Certificate of Designation on July 6, 2026, formally setting rights such as dividends, conversion, liquidation preference, redemption, and voting for this senior security.

How many Series D preferred shares can Nauticus Robotics (KITT) issue?

The Certificate of Designation authorizes up to 50,000 shares of Series D Convertible Preferred Stock. This authorization level, combined with the $1,000 stated value per share, defines the maximum size of this preferred layer under the terms referenced in the Purchase Agreement.

What dividend terms apply to Nauticus Robotics’ Series D preferred stock?

The Series D Convertible Preferred Stock carries cumulative dividends at a rate of 10% per annum. Cumulative means unpaid dividends accrue over time, giving holders priority claims on future payments before common shareholders receive dividends or liquidation distributions.

Is the Nauticus Robotics (KITT) Series D preferred stock convertible into common shares?

Yes, the Series D Convertible Preferred Stock has conversion rights into Nauticus Robotics common stock. These rights are subject to terms and limitations in the Certificate of Designation, including applicable Nasdaq stockholder approval requirements before certain conversions can occur.

What investor protections are included with Nauticus Robotics’ Series D preferred?

The Series D preferred includes liquidation preferences, redemption rights, and voting rights. Liquidation preference prioritizes recovery over common stock, while redemption and voting features give holders defined influence and exit mechanisms under conditions outlined in the Certificate of Designation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/08/2026 - 07:25 PM

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 6, 2026

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 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 related to the Certificate of Designation (as defined below) and Exhibit 3.1 is incorporated by reference herein.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed by Nauticus Robotics, Inc. (the "Company") in its filings with the SEC, on February 6, 2026, the Company entered into the Securities Purchase Agreement (the “Purchase Agreement”), by and among the Company and Master Investment Group, pursuant to which the Company agreed to issue and sell certain shares of Series D Convertible Preferred Stock of the Company, par value $0.0001 (the “Series D Preferred Stock”) and certain common stock purchase warrants to such investor.

On July 6, 2026, the Company filed with the Secretary of State of the State of Delaware a Certificate of Designations of Series D Convertible Preferred Stock (the "Certificate of Designation"), establishing a new series of preferred stock designated as the Company's Series D Convertible Preferred Stock, consisting of up to 50,000 shares. The filing of the Certificate of Designation was contemplated by, and implements the terms of, the Purchase Agreement.

The Certificate of Designation establishes the rights, preferences and privileges of the Series D Convertible Preferred Stock, including, among other things:

•a stated value of $1,000 per share;

•cumulative dividends at a rate of 10% per annum;

•conversion rights into shares of the Company's common stock, par value $0.0001 per share, subject to the terms and limitations set forth therein, including applicable Nasdaq stockholder approval requirements;

•liquidation preferences; and

•redemption and voting rights.

The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit						Description
3.1						Certificate of Designations of Rights and Preferences of Series D Convertible Preferred Stock of Nauticus Robotics, Inc.
104						Cover 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: July [X], 2026	Nauticus Robotics, Inc.

	By:	/s/ Michael Ferrier
		Name:	Michael Ferrier
		Title:	General Counsel

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Nauticus Robotics creates Series D preferred stock

Rhea-AI Filing Summary

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