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Nauticus Robotics, Inc. is implementing a 1-for-8 reverse stock split of its common stock, effective April 21, 2026, following approval by its board and stockholders. The move is intended to increase the share price to meet the Nasdaq Capital Market minimum bid requirement.
Every eight existing shares will be combined into one share, with fractional shares rounded up to the nearest whole share. Trading on a split-adjusted basis is expected to begin on April 21, 2026 under the symbol “KITT” with a new CUSIP number. Outstanding options, warrants, and other convertible securities will be proportionately adjusted, and existing registration statements on Forms S-3 and S-8 will be automatically updated under Rule 416(b). The company states that ownership percentages and voting power should remain essentially unchanged aside from rounding.
Nauticus Robotics, Inc. filed its annual report describing a robotics business focused on fully electric autonomous subsea systems, defense solutions and ROV services. The company reported net losses of $40.8 million in 2025 and $134.9 million in 2024 and continued negative operating cash flows.
Nauticus highlighted its Aquanaut autonomous vehicles, ToolKITT software and Olympic Arm manipulator, plus a 2025 asset acquisition of SeaTrepid and a strategic subsea alliance with Leidos. The report details significant use of convertible preferred stock, debentures and senior secured term loans to fund operations and notes a material weakness in internal controls under remediation.
Nauticus Robotics, Inc. is asking shareholders to approve six proposals at its May 27, 2026 Annual Meeting, including election of two Class I directors, ratification of WithumSmith + Brown as auditor, authorization for one or more reverse stock splits at ratios between 1-for-5 and 1-for-250, an increase in authorized Common Stock from 625,000,000 to 1,500,000,000, and an increase in available shares under its 2022 Omnibus Incentive Plan to 6,000,000. The record date for voting is in April 2026, and the proxy materials (including the 2025 Annual Report on Form 10-K) will be mailed on or about April [•], 2026. The Board recommends voting FOR all items.
Nauticus Robotics, Inc. completed an asset acquisition of applied robotic solutions businesses for a total value of $16 million under an Asset Purchase Agreement with several SeaTrepid entities. The package includes $4 million cash at closing, $4 million cash payable on or before September 30, 2025, Earn-Out Shares valued at $5.5 million, and the assumption of $2.5 million of seller liabilities.
An aggregate amount of newly issued common stock, called the Earn-Out Shares, worth $5.5 million may be issued if specified earn-out performance thresholds are met during the period from closing through six months after closing. The amendment filing also updates cross-references so that the acquisition and related direct financial obligation are properly described and incorporated.
Nauticus Robotics, Inc. notified the SEC that it cannot timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 because it is reassessing whether its Series A, B and C Convertible Preferred Stock should be classified as equity rather than debt. The company states it expects to file the Form 10-K by April 15, 2026.
Nauticus Robotics, Inc. reported an unregistered exchange of debt for equity. On March 27, 2026, an institutional investor exchanged the full principal of a $2,000,000 original issue discount senior secured convertible debenture issued on February 9, 2026 into 2,023 shares of Series C preferred convertible stock. The transaction was completed under previously disclosed Exchange Agreements and relied on the Section 3(a)(9) exemption from registration under the Securities Act, meaning no new cash was raised and the securities involved cannot be publicly offered or sold in the U.S. without registration or another exemption.
Nauticus Robotics, Inc. reported that its General Counsel and Secretary, John Symington, plans to resign to return to private legal practice. His last day as an officer will be March 27, 2026. Symington has agreed to continue supporting the company as external counsel for at least one month to ensure a transition period.
Nauticus Robotics, Inc. reported an insider Form 4 related to its acquisition of SeaTrepid. SeaTrepid International LLC received 671,551 shares of Common Stock as earn-out consideration, valued at $8.19 per share for calculation purposes under an Asset Purchase Agreement.
The number of earn-out shares was determined on December 22, 2025, using a formula in the agreement, after the right to receive these shares became fixed on March 20, 2025, the closing date. The shares are held by SeaTrepid International LLC. Robert Douglas Christ, President of SeaTrepid, may be deemed to share voting and investment power but disclaims beneficial ownership except for his pecuniary interest.
Nauticus Robotics, Inc. issued an Original Issue Discount Senior Secured Convertible Debenture Due 2026 with an aggregate principal amount of $1,020,408 to an institutional investor. The debenture is convertible into 1,717,281 shares of common stock at a conversion price of $0.5942 per share.
The debenture was issued under a previously disclosed securities purchase agreement dated November 4, 2024 and has the same terms as earlier notes, maturing on September 9, 2026 or earlier as permitted. The issuance was an unregistered private offering relying on Section 4(a)(2) and Rule 506 of Regulation D.
Nauticus Robotics, Inc. CEO John W. Gibson Jr. reported several equity transactions involving company stock. On February 23, 2026, he exercised 2,161 Restricted Stock Units (RSUs) at $0.00, converting them into the same number of common shares under the 2022 Omnibus Incentive Plan. The RSUs vest pro rata over three years on February 21, 2025, 2026, and 2027.
On February 24, 2026, Gibson sold 715 shares of common stock at $0.82 per share in a transaction noted as "Sell-Cover," with cash proceeds delivered to the issuer to satisfy tax withholding upon vesting. After these transactions, he held 13,351 shares of common stock directly. The holdings and share amounts are adjusted for a 1-for-9 reverse stock split that occurred in September 2025.