Nauticus Robotics gets holder waivers to March 31, 2027

Each waiver became effective upon the holder’s execution and delivery, independently of other holders’ waivers.

Rhea-AI Filing Summary

On September 30, 2026, Nauticus Robotics, Inc. (KITT) received two executed waivers from one holder covering its Series B and Series C convertible preferred stock. The waivers apply from September 30, 2026 through and including March 31, 2027 to the specified event of preferred shares remaining outstanding on or after September 30, 2026. For that event during the waiver period, the holder waived the increase to the 18% per annum default dividend rate (or the maximum lawful rate, if lower), related incremental dividends, and Triggering Event Conversion rights, including the 125% multiplier applied to the Conversion Amount, a 25% premium, and any related surviving alternate conversion period.

The waivers also relieve Nauticus of the related notice requirement and disregard the event for applicable Equity Conditions and other consequences specified in each waiver. They do not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or otherwise applicable dividend terms; nor do they waive another Triggering Event, breach, default, or independently arising rights. Each waiver covers only the signing holder’s rights in the relevant series. After March 31, 2027, the specified event and its consequences apply prospectively to covered shares if any remain outstanding, without reviving consequences waived for the waiver period.

1 point · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointSpecified-event 18% default-rate increase waived for one holder through March 31, 2027.

Negative

• Minor point. Forward-looking: it has not happened yet and may not happen.Specified-event consequences apply prospectively after March 31, 2027 if covered shares remain.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Default dividend rate: 18% per annum Triggering Event Conversion multiplier: 125% Conversion premium: 25% +2 more

5 metrics

Default dividend rate 18% per annum Increase waived for the specified event during the Waiver Period; maximum lawful rate applies if lower.

Triggering Event Conversion multiplier 125% Multiplier applied to the Conversion Amount; waived for the specified event during the Waiver Period.

Conversion premium 25% Premium associated with the Triggering Event Conversion multiplier.

Existing Conversion Amount calculation 120% The waivers do not affect this existing calculation.

Waiver Period end March 31, 2027 The Waiver Period runs through and including this date.

Key Terms

Triggering Event Conversion, Conversion Amount, Equity Conditions, Alternate Optional Conversion

4 terms

Triggering Event Conversion financial

"right to a Triggering Event Conversion"

Conversion Amount financial

"125% multiplier applied to the Conversion Amount"

Equity Conditions financial

"disregarded for purposes of the applicable Equity Conditions"

Alternate Optional Conversion financial

"Alternate Optional Conversion rights"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did the KITT preferred stock waivers change?

For the specified event, the holder waived the 18% per annum default-rate increase, related incremental dividends, and Triggering Event Conversion rights through March 31, 2027. The waived conversion terms included the 125% multiplier applied to the Conversion Amount, a 25% premium, and any related surviving alternate conversion period.

Do the KITT preferred stock waivers apply to every holder?

No. Each waiver applies only to the signing holder’s rights in the covered preferred stock series and does not bind a nonsigning holder or waive rights under another instrument. Each became effective upon that holder’s execution and delivery to Nauticus, independently of any other holder’s waiver.

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

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Available on EDGAR 10/02/2026 - 06:03 AM Accepted by SEC EDGAR 10/01/2026 - 06:45 PM Learn about SEC filing dates

FALSE000184982000018498202026-09-302026-09-300001849820us-gaap:CommonStockMember2026-09-302026-09-300001849820us-gaap:WarrantMember2026-09-302026-09-30

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): September 30, 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. x

Item 1.01. Entry into a Material Definitive Agreement.

Waivers of September 30, 2026 Triggering Event

On September 30, 2026, Nauticus Robotics, Inc. (the “Company”) received two separate executed waivers (collectively, the “Waivers”) from a holder (the “Holder”), one with respect to the Company’s Series B Convertible Preferred Stock (“Series B”) and the other with respect to the Company’s Series C Convertible Preferred Stock (“Series C” and, together with Series B, the “Preferred Stock”). Section 5(a)(xv) of the certificates of designations for the Preferred Stock provides that a Triggering Event occurs if any shares of the Preferred Stock remain outstanding on or after September 30, 2026 (the “Specified Event”).

Under each Waiver, the Holder waived the Specified Event for the period beginning September 30, 2026 and continuing through and including March 31, 2027 (the "Waiver Period").

Solely to the extent attributable to the Specified Event during the Waiver Period, the Holder waived the increase in the dividend rate to the default rate of 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion, including the 125% multiplier applied to the Conversion Amount (a 25% premium) and any related surviving alternate conversion period. Each Waiver also relieves the Company of the related Triggering Event notice requirement and provides that the Specified Event is disregarded for purposes of the applicable Equity Conditions and the other consequences specified in that Waiver.

The Waivers do not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights and otherwise applicable dividend terms. They do not waive any other Triggering Event, breach or default or rights arising independently of the Specified Event. Upon expiration of the Waiver Period, if any shares of the applicable series of Preferred Stock remain outstanding, the Specified Event and its consequences will apply prospectively with respect to the shares covered by the applicable Waiver, without reviving any consequences waived for the Waiver Period.

Each Waiver became effective upon execution by the Holder and delivery to the Company, independently of any other holder’s waiver. Each Waiver applies only to the Holder’s rights with respect to the Preferred Stock covered by that Waiver and does not bind a non-signing holder or waive rights under another instrument.

The foregoing description of the Waivers is qualified in its entirety by reference to their full texts, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
10.1						Form of waiver of September 30, 2026 Triggering Event relating to Series B Convertible Preferred Stock, effective September 30, 2026.
10.2						Form of waiver of September 30, 2026 Triggering Event relating to Series C Convertible Preferred Stock, effective September 30, 2026.
104						Cover Page Interactive Data File (formatted as Inline XBRL).

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: October 1, 2026			Nauticus Robotics, Inc.
			By:			/s/ Michael A. Ferrier
						Name:			Michael A. Ferrier
						Title:			General Counsel

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 7.3 KB
• EX-10.2 EX-10.2 7.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.6 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 29.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.4 KB