Nauticus Robotics, Inc. filings document the public-company record for a subsea robotics and software business with common stock and warrants listed on Nasdaq. Its reports cover material events, operating and financial results, Nasdaq listing compliance, late-filing notices, governance changes and the completed SeaTrepid asset acquisition that expanded commercial ROV services.
Proxy and current-report filings also disclose shareholder voting matters, director elections, auditor ratification, reverse-split authority, authorized-share proposals, incentive-plan amendments, convertible debentures, Series C preferred stock exchanges, unregistered securities issuances and capital-structure information.
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.
Nauticus Robotics entered a strategic financing agreement with Master Investment Group involving up to $50 million of Series D Convertible Preferred Stock and accompanying warrants. An initial $3 million will fund milestones tied to launching a UAE business unit, with all proceeds dedicated to UAE-related working capital.
The Series D Preferred Stock carries a 10% annual dividend on a $1,000 stated value, ranks senior to common stock, is convertible at the lower of $0.89 per share or recent VWAP, and is subject to a 4.99% beneficial ownership cap and a 19.99% Nasdaq “Exercise Cap” without shareholder approval. Nauticus may redeem all Series D at 110% of the conversion amount, and the investor faces a two-year lock-up on conversion shares.
Separately, Nauticus issued a $2,000,000 Original Issue Discount Senior Secured Convertible Debenture due 2026, convertible into 3,365,871 common shares at $0.5942 per share, under a previously disclosed securities purchase agreement.
Nauticus Robotics, Inc. held a special stockholder meeting where investors approved several key capital structure proposals. Stockholders backed issuing common shares under an Equity Purchase Facility Agreement and issuing common shares upon conversion of Series C Convertible Preferred Stock under an Amendment and Exchange Agreement, both pursuant to Nasdaq Rule 5635.
They also approved authorizing the board to enact one or more reverse stock splits at a cumulative ratio between 1-for-5 and 1-for-250, at the board’s discretion, and approved the ability to adjourn the meeting if needed. A separate proposal to increase authorized common shares from 625,000,000 to 1,500,000,000 received a majority of votes cast but failed because it did not achieve the required majority of all issued and outstanding shares. A total of 11,234,591 shares, or 40.04% of shares outstanding as of December 22, 2025, were represented in person or by proxy.
Nauticus Robotics, Inc. disclosed that it has entered into Amendment and Exchange Agreements with certain institutional investors to exchange portions of existing secured convertible term loans and original issue discount senior secured convertible debentures due 2026 into 3,814 shares of Series C Convertible Preferred Stock. The exchange transactions rely on the exemption from registration provided by Section 3(a)(9) of the Securities Act. On December 3, 2025, the company filed a certificate of designations establishing the rights and preferences of the Series C Convertible Preferred Stock and closed an exchange with three institutional investors, issuing 3,814 Series C preferred shares to them.
Nauticus Robotics entered into Amendment and Exchange Agreements with an institutional investor to swap portions of its existing secured convertible loans and debentures into 3,814 shares of new Series C convertible preferred stock, relying on a registration exemption under Section 3(a)(9). The company also agreed to seek stockholder approval by early 2026 for one or more reverse stock splits up to 250‑for‑1, an increase in authorized common shares from 625,000,000 to 1,500,000,000, and Nasdaq‑compliant approval of all securities issuances tied to these financings.
The Series C Preferred Stock will have a stated value of $1,000 per share, rank senior to common stock on dividends and liquidation, and carry a 10% annual dividend on an as‑converted basis, with the rate rising to up to 18% if certain triggering events occur. Holders can convert at a fixed price of $0.95 per share of common stock or at an alternate price tied to market VWAP with a floor of $0.19, subject to multiple anti‑dilution and adjustment mechanisms. The preferred shares have no regular voting rights but include strict covenants limiting new debt, dividends on junior securities, and additional preferred issuances, along with company and holder redemption and change‑of‑control exchange features.
Nauticus Robotics, Inc. (KITT) director stock purchase reported
A director of Nauticus Robotics reported buying 10,000 shares of common stock on 11/25/2025 at a price of $0.89 per share. Following this transaction, the director beneficially owns 14,501 shares held directly. The filing notes that these holdings reflect a 1-for-36 reverse stock split that occurred on July 18, 2024 and a subsequent 1-for-9 reverse stock split on September 5, 2025, meaning the reported share amounts are adjusted for both corporate actions.
Nauticus Robotics (KITT) filed an administrative update, submitting the Norton Rose Fulbright US LLP legal opinion as Exhibit 5.1 tied to its previously disclosed at‑the‑market offering. The filing also includes a related consent (Exhibit 23.1) and the cover page interactive data file (Exhibit 104). This update documents legal support for the existing ATM program and does not introduce new financing terms.