Form 8-K

8-K — Nauticus Robotics, Inc.

Accession: 0001849820-26-000166

Filed: 2026-10-02

Period: 2026-09-30

CIK: 0001849820

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — kitt-20260930.htm (Primary)

EX-10.1 (a2026-septxtriggeringeve.htm)

EX-10.2 (triggeringeventwaiver-se.htm)

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8-K

8-K (Primary)

Filename: kitt-20260930.htm · Sequence: 1

kitt-20260930

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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

EX-10.1

Filename: a2026-septxtriggeringeve.htm · Sequence: 2

a2026-septxtriggeringeve

Series B September 30 Triggering Event Waiver | 1 Waiver of September 30 2026 Triggering Event Series B Convertible Preferred Stock This Waiver (“Waiver”) is executed and delivered by the undersigned holder (the “Holder”) in favor of Nauticus Robotics, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Series B Convertible Preferred Stock (the “Preferred Shares”). This Waiver relates to the Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of the Company, as amended or supplemented and in effect on the Effective Date (the “Certificate of Designations”). Capitalized terms not otherwise defined herein have the meanings given in the Certificate of Designations. 1. Waiver of Specified Event. Pursuant to Sections 5(a) and 22 of the Certificate of Designations, the Holder hereby irrevocably waives, with respect to the Preferred Shares, the occurrence and continuance of the Triggering Event described in Section 5(a)(xv) arising solely because any Preferred Shares remain outstanding on or after September 30, 2026 (the “Specified Event”). This waiver applies only for the period commencing September 30, 2026 and ending on and including March 31, 2027 (the “Waiver Period”). The waiver of the Specified Event expires automatically at the end of the Waiver Period. Beginning April 1, 2027, if any Preferred Shares remain outstanding, the Specified Event and its consequences shall apply prospectively with respect to the Preferred Shares in accordance with the Certificate of Designations, subject to the protections against retroactive consequences in Section 2 below. 2. Consequences of Waiver. Solely to the extent attributable to the occurrence or continuance of the Specified Event during the Waiver Period, the Holder agrees as follows: (a) Dividends. The increase in the Dividend Rate to the Default Rate of 18% per annum (or the maximum lawful rate, if lower) under Section 3(c), and any unpaid incremental dividends solely attributable to that increase, are waived. Dividends otherwise continue to accrue and be payable at the rate and in the manner otherwise applicable. (b) Conversion. The Holder waives any right to a Triggering Event Conversion under Sections 4(e)(ii) and 4(e)(iii) based on the Specified Event, including use of the Redemption Premium of the Conversion Amount and any related surviving Alternate Conversion Right Period. The 125% multiplier (the additional 25% conversion premium) shall not apply solely because of the Specified Event. The existing 120% calculation of the Conversion Amount under Section 4(b), ordinary conversion rights, and Alternate Optional Conversion rights under Section 4(e)(i) are preserved. (c) Notice. The Holder acknowledges that, as a result of this Waiver, the Triggering Event Notice required by Section 5(b) is not required, solely with respect to the Specified Event. (d) Other consequences. The Specified Event shall be disregarded in determining satisfaction of the Equity Conditions and any Equity Conditions Failure, including for purposes of Section 3(a). Furthermore, as a result of this Waiver, no Triggering Event has occurred that would create an obligation or consequences under the Certificate of Designations arising solely from the Specified Event, including those under Sections 9, 13(c) and 13(p). 3. Reservation of Other Rights. This Waiver is limited to the Specified Event and its consequences expressly addressed herein. It does not waive any other Triggering Event, breach or default, or any rights arising independently of the Specified Event, whether occurring before, on or after the Effective Date. All other terms remain in effect.

Series B September 30 Triggering Event Waiver | 2 4. Effectiveness and Authority. This Waiver becomes effective when executed by the Holder and delivered to the Company (the “Effective Date”). It applies only to the Holder’s rights with respect to the Preferred Shares and does not purport to bind any non-signing holder or any other series of preferred stock. Its effectiveness is not conditioned on execution of a waiver by any other holder. The Holder represents that it holds, or is duly authorized to act for the holder of, the Preferred Shares and has full authority to execute and deliver this Waiver. The Holder acknowledges that the Company may rely on this Waiver in permitting the Preferred Shares to remain outstanding on and after September 30, 2026. 5. Successors and Assigns. This Waiver binds the Holder and its successors and assigns with respect to the Preferred Shares and benefits the Company and its successors and assigns. Before transferring any Preferred Shares, the Holder shall provide the transferee with a copy of this Waiver and obtain the transferee’s written agreement to take those Preferred Shares subject to this Waiver. The Holder’s rights in any other capacity or under any other instrument are not waived hereby. 6. Miscellaneous. The provisions of Section 23 and 26 of the Certificate of Designations are incorporated herein, mutatis mutandis. This Waiver may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. If any provision of this Waiver is invalid or unenforceable, the remaining provisions shall not be affected. Any amendment or revocation of this Waiver must be in writing signed by the Holder and the Company. Signatures delivered electronically, including by PDF or electronic-signature platform, have the same effect as original signatures. The Company’s acknowledgment below confirms receipt and is not a condition to effectiveness. The undersigned has executed this Waiver through its duly authorized signatory. HOLDER Legal name of Holder: By: _________________________________________________________ Name: ______________________________________________________ Title: _______________________________________________________ Date signed: __________________________________________________ Number of Series B Preferred Shares currently held: Email: ______________________________________________________ ACKNOWLEDGED AS RECEIVED BY NAUTICUS ROBOTICS, INC. By: /s/ John W. Gibson, Jr. Name: John W. Gibson, Jr. Title: President and CEO Date: __________________________________________________

EX-10.2

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triggeringeventwaiver-se

Series C September 30 Triggering Event Waiver | 1 Waiver of September 30 2026 Triggering Event Series C Convertible Preferred Stock This Waiver (“Waiver”) is executed and delivered by the undersigned holder (the “Holder”) in favor of Nauticus Robotics, Inc., a Delaware corporation (the “Company”), with respect to the Company’s Series C Convertible Preferred Stock (the “Preferred Shares”). This Waiver relates to the Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of the Company, as amended or supplemented and in effect on the Effective Date (the “Certificate of Designations”). Capitalized terms not otherwise defined herein have the meanings given in the Certificate of Designations. 1. Waiver of Specified Event. Pursuant to Sections 5(a) and 22 of the Certificate of Designations, the Holder hereby irrevocably waives, with respect to the Preferred Shares, the occurrence and continuance of the Triggering Event described in Section 5(a)(xv) arising solely because any Preferred Shares remain outstanding on or after September 30, 2026 (the “Specified Event”). This waiver applies only for the period commencing September 30, 2026 and ending on and including March 31, 2027 (the “Waiver Period”). The waiver of the Specified Event expires automatically at the end of the Waiver Period. Beginning April 1, 2027, if any Preferred Shares remain outstanding, the Specified Event and its consequences shall apply prospectively with respect to the Preferred Shares in accordance with the Certificate of Designations, subject to the protections against retroactive consequences in Section 2 below. 2. Consequences of Waiver. Solely to the extent attributable to the occurrence or continuance of the Specified Event during the Waiver Period, the Holder agrees as follows: (a) Dividends. The increase in the Dividend Rate to the Default Rate of 18% per annum (or the maximum lawful rate, if lower) under Section 3(c), and any unpaid incremental dividends solely attributable to that increase, are waived. Dividends otherwise continue to accrue and be payable at the rate and in the manner otherwise applicable. (b) Conversion. The Holder waives any right to a Triggering Event Conversion under Sections 4(e)(ii) and 4(e)(iii) based on the Specified Event, including use of the Redemption Premium of the Conversion Amount and any related surviving Alternate Conversion Right Period. The 125% multiplier (the additional 25% conversion premium) shall not apply solely because of the Specified Event. The existing 120% calculation of the Conversion Amount under Section 4(b), ordinary conversion rights, and Alternate Optional Conversion rights under Section 4(e)(i) are preserved. (c) Notice. The Holder acknowledges that, as a result of this Waiver, the Triggering Event Notice required by Section 5(b) is not required, solely with respect to the Specified Event. (d) Other consequences. The Specified Event shall be disregarded in determining satisfaction of the Equity Conditions and any Equity Conditions Failure, including for purposes of Section 3(a). Furthermore, as a result of this Waiver, no Triggering Event has occurred that would create an obligation or consequences under the Certificate of Designations arising solely from the Specified Event, including those under Sections 9, 13(c) and 13(p). 3. Reservation of Other Rights. This Waiver is limited to the Specified Event and its consequences expressly addressed herein. It does not waive any other Triggering Event, breach or default, or any rights arising independently of the Specified Event, whether occurring before, on or after the Effective Date. All other terms remain in effect.

Series C September 30 Triggering Event Waiver | 2 4. Effectiveness and Authority. This Waiver becomes effective when executed by the Holder and delivered to the Company (the “Effective Date”). It applies only to the Holder’s rights with respect to the Preferred Shares and does not purport to bind any non-signing holder or any other series of preferred stock. Its effectiveness is not conditioned on execution of a waiver by any other holder. The Holder represents that it holds, or is duly authorized to act for the holder of, the Preferred Shares and has full authority to execute and deliver this Waiver. The Holder acknowledges that the Company may rely on this Waiver in permitting the Preferred Shares to remain outstanding on and after September 30, 2026. 5. Successors and Assigns. This Waiver binds the Holder and its successors and assigns with respect to the Preferred Shares and benefits the Company and its successors and assigns. Before transferring any Preferred Shares, the Holder shall provide the transferee with a copy of this Waiver and obtain the transferee’s written agreement to take those Preferred Shares subject to this Waiver. The Holder’s rights in any other capacity or under any other instrument are not waived hereby. 6. Miscellaneous. The provisions of Section 23 and 26 of the Certificate of Designations are incorporated herein, mutatis mutandis. This Waiver may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. If any provision of this Waiver is invalid or unenforceable, the remaining provisions shall not be affected. Any amendment or revocation of this Waiver must be in writing signed by the Holder and the Company. Signatures delivered electronically, including by PDF or electronic-signature platform, have the same effect as original signatures. The Company’s acknowledgment below confirms receipt and is not a condition to effectiveness. The undersigned has executed this Waiver through its duly authorized signatory. HOLDER Legal name of Holder: By: _________________________________________________________ Name: ______________________________________________________ Title: _______________________________________________________ Date signed: __________________________________________________ Number of Series C Preferred Shares currently held: Email: ______________________________________________________ ACKNOWLEDGED AS RECEIVED BY NAUTICUS ROBOTICS, INC. By: /s/ John W. Gibson, Jr. Name: John W. Gibson, Jr. Title: President and CEO Date: __________________________________________________

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Cover

Sep. 30, 2026

Document Information [Line Items]

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Document Period End Date

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Entity Registrant Name

NAUTICUS ROBOTICS, INC.

Entity Incorporation, State or Country Code

Entity File Number

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Entity Tax Identification Number

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Entity Address, Address Line One

17146 Feathercraft Lane

Entity Address, Address Line Two

Suite 450

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Webster

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