Nauticus Robotics (NASDAQ: KITT) OKs reverse split authority and expands equity plan

Rhea-AI Filing Summary

Nauticus Robotics, Inc. reported shareholder voting results from its annual meeting held on May 27, 2026. Shareholders elected Dr. Jim Bellingham and Dr. Adam Sharkawy as Class I directors to serve until the 2029 annual meeting and ratified WithumSmith + Brown as independent auditor for 2026.

Investors also authorized the Board to enact one or more reverse stock splits of the common stock at ratios between one-for-five and one-for-250, and approved an amendment to the 2022 Omnibus Incentive Plan increasing available shares to 6,000,000. A proposal to increase authorized common stock from 625,000,000 to 1,500,000,000 received majority support of votes cast but failed because it did not obtain approval from a majority of all outstanding shares. A total of 12,428,658 shares, or 35.61% of the 34,900,303 shares outstanding as of April 15, 2026, were represented in person or by proxy.

Insights

Corporate governance analyst

Shareholders back reverse split authority and equity plan, but larger authorized share increase fails.

Shareholders of Nauticus Robotics supported key governance and capital structure items, including electing two Class I directors and ratifying WithumSmith + Brown as the 2026 auditor. These outcomes signal continuity in board oversight and external financial review.

The meeting granted the Board flexibility to implement one or more reverse stock splits at ratios between one-for-five and one-for-250, and expanded the 2022 Omnibus Incentive Plan to 6,000,000 available shares, which can support future equity compensation. However, the proposed increase in authorized common stock to 1,500,000,000 did not reach the required majority of all outstanding shares, limiting immediate expansion of authorized capital despite majority support among votes cast.

Turnout was 12,428,658 shares, representing 35.61% of the 34,900,303 shares outstanding as of April 15, 2026. Subsequent disclosures in company filings may detail if and when the Board uses its reverse split authority or issues additional equity under the incentive plan.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding: 34,900,303 shares Meeting turnout: 12,428,658 shares (35.61%) Authorized share increase proposal: 625,000,000 to 1,500,000,000 +5 more

8 metrics

Shares outstanding 34,900,303 shares Common stock entitled to vote as of April 15, 2026

Meeting turnout 12,428,658 shares (35.61%) Shares represented in person or by proxy at the annual meeting

Authorized share increase proposal 625,000,000 to 1,500,000,000 Proposed authorized common stock range; not approved

Omnibus Plan pool 6,000,000 shares New number of available shares under 2022 Omnibus Incentive Plan

Reverse split range 1-for-5 to 1-for-250 Shareholder-authorized reverse split ratios at Board discretion

Auditor ratification votes 10,819,830 for; 1,529,990 against Votes on WithumSmith + Brown as 2026 independent auditor

Proposal 3 votes 8,257,578 for; 4,054,838 against Votes on reverse split authorization proposal

Proposal 4 votes 8,259,900 for; 3,940,828 against Votes on increasing authorized common stock; proposal not approved

Key Terms

reverse splits, 2022 Omnibus Incentive Plan, broker Non-Votes, independent registered accounting firm, +1 more

5 terms

reverse splits financial

"authorize the Board of Directors to enact one or more reverse splits of shares of common stock at a cumulative ratio between one to five and one to 250"

A reverse split is when a company combines multiple existing shares into a smaller number of higher-priced shares — for example, turning ten $1 shares into one $10 share — so the total value of your holdings stays roughly the same. Investors watch reverse splits because they can signal efforts to meet stock-exchange rules or improve market perception, but they often reduce share liquidity and can change how easy it is to buy or sell the stock.

2022 Omnibus Incentive Plan financial

"approved an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000"

broker Non-Votes regulatory

"Nominee | For | Withheld | Broker Non-Votes | Jim Bellingham | 2,584,928 | 423,141 | 9,420,589"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered accounting firm regulatory

"ratified the appointment of WithumSmith + Brown as the Company's independent registered accounting firm for 2026"

adjourn the Meeting regulatory

"approved a proposal to adjourn the meeting to a later date or dates, if necessary or appropriate"

Understanding 8-K Material Events →

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): May 27, 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 5.07 Submission of Matters to a Vote of Security Holders

On May 27, 2026, Nauticus Robotics, Inc. (the "Company") held its annual meeting of shareholders (the "Meeting"). At the Meeting, the Company's shareholders (1) elected Dr. Jim Bellingham and Dr. Adam Sharkawy to the Board of Directors as Class I Directors, (2) ratified the appointment of WithumSmith + Brown as the Company's independent registered accounting firm for 2026, (3) authorized the Board of Directors to enact one or more reverse splits of shares of common stock at a cumulative ratio between one to five and one to 250 in the Board’s discretion, (4) approved an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000, and (5) approved a proposal to adjourn the meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting. While a majority of votes cast were in favor of a proposal to increase the authorized shares of the Company's common stock from 625,000,000 to 1,500,000,000, the proposal did not reach the required threshold of a majority of all issued and outstanding common stock, and was therefore not approved.

A total of 12,428,658 shares of common stock of the Company attended the Meeting by proxy or in person, representing 35.61% of the Company's 34,900,303 shares of outstanding common stock entitled to vote as of April 15, 2026, the record date of the Meeting. The results of the voting were as follows:

Proposal 1: Election of two Class I Directors, to serve until the 2029 Annual Meeting of Shareholders.
Nominee			For			Withheld			Broker Non-Votes
Jim Bellingham			2,584,928			423,141			9,420,589
Adam Sharkawy			2,564,737			443,332			9,420,589

Proposal 2: Ratification of the appointment of WithumSmith + Brown as the Company’s independent registered accounting firm for 2026.
For			Against			Abstain
10,819,830			1,529,990			78,838

Proposal 3: Approval of a proposal authorizing the Board of Directors of the Company to enact one or more reverse splits of its shares at a ratio between one to 5 and one to 250 in the Board’s discretion.
For			Against			Abstain
8,257,578			4,054,838			116,242

Proposal 4: Approval of a proposal to approve the increase in the number of shares of authorized Common Stock from 625,000,000 to 1,500,000,000.
For			Against			Abstain
8,259,900			3,940,828			227,930

Proposal 5: Approval of an amendment to the Company’s 2022 Omnibus Incentive Plan to increase the number of available shares to 6,000,000.
For			Against			Abstain			Broker Non-Votes
1,912,375			999,547			96,147			9,420,589

Proposal 6: Approval of a proposal to adjourn the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, one or more of the other proposals to be voted on at the Meeting.
For			Against			Abstain
8,923,833			3,129,150			375,675

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: May 27, 2026			Nauticus Robotics, Inc.
			By:			/s/ Michael Ferrier
						Name:			Michael Ferrier
						Title:			General Counsel

FAQ

What did Nauticus Robotics (KITT) shareholders approve at the 2026 annual meeting?

Shareholders elected two Class I directors, ratified WithumSmith + Brown as 2026 auditor, authorized the Board to enact reverse stock splits, expanded the 2022 Omnibus Incentive Plan to 6,000,000 shares, and approved a proposal allowing adjournment of the meeting if additional proxy solicitation is needed.

What reverse stock split authority did Nauticus Robotics (KITT) shareholders grant?

Shareholders authorized the Board to enact one or more reverse splits of Nauticus Robotics’ common stock at a cumulative ratio between one-for-five and one-for-250, in the Board’s discretion. This gives directors broad flexibility to consolidate shares if they later decide such action is appropriate.

Did Nauticus Robotics (KITT) shareholders approve increasing authorized common shares?

Shareholders voted to increase authorized common stock from 625,000,000 to 1,500,000,000, but the proposal failed. It received a majority of votes cast, yet did not achieve approval by a majority of all issued and outstanding common shares, which was the required threshold.

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

Shareholders approved an amendment to the 2022 Omnibus Incentive Plan, increasing the number of available shares to 6,000,000. This larger pool can support future stock-based compensation grants to employees, directors, and other eligible participants, aligning incentives with company performance.

What was shareholder participation at the Nauticus Robotics (KITT) 2026 meeting?

A total of 12,428,658 shares of common stock were represented in person or by proxy at the meeting, equal to 35.61% of the 34,900,303 shares outstanding and entitled to vote as of the April 15, 2026 record date, indicating a moderate turnout.

Who was elected to the Nauticus Robotics (KITT) Board of Directors in 2026?

Shareholders elected Dr. Jim Bellingham and Dr. Adam Sharkawy as Class I directors. They will serve until the 2029 annual meeting of shareholders, receiving 2,584,928 and 2,564,737 votes for election, respectively, with substantial broker non-vote totals reflecting uninstructed street-held shares.