Nauticus Robotics (NASDAQ: KITT) corrects CEO and CFO certifications

Rhea-AI Filing Summary

Nauticus Robotics, Inc. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment is filed solely to provide corrected Section 302 and Section 906 certifications from the chief executive officer and chief financial officer, with no changes to the financial statements or other disclosures.

The document also notes that the aggregate market value of Common Stock held by non-affiliates was $33,564,504 as of June 30, 2025, based on 4,118,344 shares at a closing price of $8.15. As of April 14, 2026, there were 34,877,145 shares of Common Stock outstanding.

Key Figures

Non-affiliate market value: $33,564,504 Non-affiliate shares: 4,118,344 shares Reference share price: $8.15 per share +1 more

4 metrics

Non-affiliate market value $33,564,504 Aggregate market value of Common Stock held by non-affiliates as of June 30, 2025

Non-affiliate shares 4,118,344 shares Common Stock held by non-affiliates as of June 30, 2025

Reference share price $8.15 per share Closing price on Nasdaq Capital Market on June 30, 2025

Shares outstanding 34,877,145 shares Common Stock outstanding as of April 14, 2026

Key Terms

well-known seasoned issuer, smaller reporting company, emerging growth company, Original Issue Discount Senior Secured Convertible Debenture, +2 more

6 terms

well-known seasoned issuer regulatory

"if the registrant is a well-known seasoned issuer, as defined in Rule 405"

A well-known seasoned issuer (WKSI) is a large, established public company that meets regulatory size and reporting tests and is granted special, faster options to sell new securities to raise money. Think of it like a trusted borrower with a standing credit line: investors and markets see it as more familiar and the company can access capital quickly with less paperwork, which can affect share supply and investor returns.

smaller reporting company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

emerging growth company regulatory

"Large accelerated filer | o | Accelerated filer | o Non-accelerated filer | x | Smaller reporting company | x Emerging growth company | x"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Original Issue Discount Senior Secured Convertible Debenture financial

"Form of Original Issue Discount Senior Secured Convertible Debenture Due 2026."

Inline XBRL technical

"101.INS† | Inline XBRL Instance Document."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Clawback Policy financial

"97.1† | Nauticus Robotics, Inc. Clawback Policy"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

How to Read a 10-K Annual Report →

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to ___________

Commission file number: 001-40611

NAUTICUS ROBOTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware						85-1699753
(State or other jurisdiction of  incorporation or organization)						(I.R.S. Employer  Identification No.)

17146 FEATHERCRAFT LANE, SUITE 450, WEBSTER, TEXAS 77598

(Address of principal executive offices and Zip Code)

(281) 942-9069

(Registrant’s telephone number, including area code)

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

Redeemable Warrants

KITTW

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes o     No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes o      No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      Yes x      No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes     x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

x

Smaller reporting company

x

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes o     No x

The aggregate market value of the registrant’s Common Stock held by non-affiliates was $33,564,504 as of June 30, 2025 (the last business day of the registrant’s most recently completed second fiscal quarter), based on a total of 4,118,344 shares of Common Stock held by non-affiliates and a closing price of $8.15 as reported on the Nasdaq Capital Market on June 30, 2025. For purposes of this computation, all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

As of April 14, 2026, there were 34,877,145 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Certain portions of the registrant’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year end pursuant to Regulation 14A in connection with the registrant's 2026 Annual Meeting of Shareholders (the “Proxy Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K (this “Annual Report”) where indicated. Except with respect to information specifically incorporated by reference in this Annual Report, the Proxy Statement shall not be deemed to be filed as part hereof.

EXPLANATORY NOTE

We are filing this Form 10-K/A Amendment No. 1 (this “Amendment”) solely to file corrected Section 302 Certifications (Exhibits 31.1 and 31.2) and Section 906 Certifications (Exhibits 32.1 and 32.2) to our Annual Report on Form 10-K for the period ended December 31, 2025 as filed on April 15, 2026 (the “Original Filing”).

Except as described above, no other changes have been made to the Original Filing, and this Amendment does not otherwise amend, update or change the financial statements or disclosures in the Original Filing.

Table of Contents

NAUTICUS ROBOTICS, INC.

ANNUAL REPORT ON FORM 10-K

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025

TABLE OF CONTENTS

						Page
PART III
Item 15.			Exhibits and Financial Statement Schedules			iii
			Signatures			viii

i

Table of Contents

PART III

Item 15. Exhibits and Financial Statement Schedules

(1)Exhibits required by Item 601 of Regulation S-K:

												Incorporated by Reference
Exhibit						Description						Schedule/ Form						File Number						Exhibits						Filing Date
2.1						Merger Agreement dated as of December 16, 2021, by and among CleanTech Acquisition Corp., CleanTech Merger Sub, Inc., Nauticus Robotics, Inc., and Nicolaus Radford, as amended on January 30, 2021.						Form 8-K						001-40611						2.1						December 17, 2021
2.1.1						Amendment No. 1 to Underwriting Agreement dated January 27, 2023						Form 8-K						001-40611						2.1						June 6, 2022
3.1						Second Amended and Restated Certificate of Incorporation Nauticus Robotics, Inc.						Form 8-K						001-40611						3.5						September 15, 2022
3.2						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.						Form 8-K						001-40611						3.1						July 18, 2024
3.3						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.						Form 8-K						001-40611						3.1						September 2, 2025
3.4						Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of Nauticus Robotics, Inc.						Form 8- K						001-40611						3.1						December 27, 2024
3.5						Certificate of Designations of Rights and Preferences of Series B Convertible Preferred Stock of Nauticus Robotics, Inc.						Form 8-K						001-40611						3.1						August 7, 2025
3.6						Form of Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Nauticus Robotics, Inc.						Form 8-K						001-40611						3.1						December 3, 2025
3.7						Amended and Restated Bylaws of Nauticus Robotics, Inc.						Form 8-K						001-40611						3.1						May 15, 2023
3.8						Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics, Inc						Form 8-K						001-40611						3.1						August 19, 2025
3.9†						Certificate of Correction (Series A CoD) 2026
3.10†						Certificate of Correction (Series B CoD) 2026
3.11†						Certificate of Correction (Series C CoD) 2026
4.1						Specimen Warrant Certificate of CleanTech Acquisition Corp.						Form S-1/A						333-256578						4.3						July 6, 2021
4.2						Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.						Form 8-K						001-40611						4.1						July 21, 2021
4.3						Rights Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.						Form 8-K						001-40611						4.2						July 21, 2021
4.4						Form of Warrants to be issued pursuant to the Securities Purchase Agreement dated December 16, 2021						Form S-4 Am. No. 4						333-262431						4.7						June 16, 2022

ii

Table of Contents

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File Number

Exhibits

Filing Date

4.5

Form of Original Issue Discount Senior Secured Convertible Debenture Due 2026.

Form 8-K

001-40611

10.3

November 5, 2024

4.6++

Form of Warrant

Form 8-K

001-40611

4.1

February 9, 2026

4.7†

Description of Registrant’s Securities

10.1++

2022 Nauticus Robotics, Inc. Omnibus Incentive Plan.

Form 8-K

001-40611

10.9

September 15, 2022

10.2+**

Agreement by and between Nauticus Robotics Brazil Ltda. and Petróleo Brasileiro S.A. entered into on May 23, 2023.

Form 8-k

001-40611

10.1

May 30, 2023

10.3+

Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto.

Form 8-K

001-40611

10.1

September 21, 2023

10.4+

Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., ATW Special Situations II LLC, as collateral agent.

Form 8-K

001-40611

10.2

September 21, 2023

10.5

Intellectual Property Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations II LLC, as collateral agent.

Form 8-K

001-40611

10.3

September 21, 2023

10.6

Subsidiary Guarantee, dated as of September 18, 2023, by Nauticus Robotics Holdings, Inc. and acknowledged and agreed to by Nauticus Robotics, Inc.

Form 8-K

001-40611

10.4

September 21, 2023

10.7

Intercreditor Agreement, dated as of September 18, 2023, by and between ATW Special Situations II LLC, as first lien collateral agent, and ATW Special Situations I LLC, as second lien collateral agent, and acknowledged and agreed by Nauticus Robotics, Inc. and Nauticus Robotics Holdings, Inc.

Form 8-K

001-40611

10.5

September 21, 2023

10.8+

Amendment to Securities Purchase Agreement, Senior Secured Convertible Debentures and Pledge and Security Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and the Required Creditors.

Form 8-K

001-40611

10.6

September 21, 2023

10.9+

Pledge and Security Agreement, dated as of September 9, 2022, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc. and ATW Special Situations I LLC, as agent and creditor, and the other creditors party thereto.

Form 8-K

001-40611

10.7

September 21, 2023

10.10++

Offer Letter, dated September 27, 2023

Form 8-K

001-40611

10.1

October 2, 2023

10.11

Director Designation Letter Agreement, dated as of October 2, 2023, by and between Nauticus Robotics, Inc. and Schlumberger Technology Corporation

Form 8-K

001-40611

10.5

October 6, 2023

10.12

First Amendment to Senior Secured Term Loan Agreement dated December 31, 2023

Form 8-K

001-40611

10.1

January 5, 2024

iii

Table of Contents

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File Number

Exhibits

Filing Date

10.13

Securities Purchase Agreement dated December 31, 2023

Form 8-K

001-40611

10.2

January 5, 2024

10.14

Nauticus Second Lien Restructuring Agreement dated December 31, 2023

Form 8-K

001-40611

10.3

January 5, 2024

10.15+

Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., ATW Special Situations Management LLC, as collateral agent and lender, and the lenders party thereto

Form 8-K

001-40611

10.1

February 5, 2024

10.16+

Pledge and Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent

Form 8-K

001-40611

10.2

February 5, 2024

10.17+

Intellectual Property Security Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and ATW Special Situations Management LLC, as collateral agent

Form 8-K

001-40611

10.3

February 5, 2024

10.18

Subsidiary Guarantee, dated as of January 30, 2024, by Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, and acknowledged and agreed to by Nauticus Robotics, Inc.

Form 8-K

001-40611

10.4

February 5, 2024

10.19

Pari Passu Intercreditor Agreement, dated as of January 30, 2024, by and among ATW Special Situations Management LLC, as collateral agent for the lenders under the Term Loan Agreement, Acquiom Agency Services LLC, as collateral agent for the lenders under the 2023 Term Loan Agreement, and Nauticus Robotics, Inc., and Nauticus Robotics Holdings, Inc., as grantors

Form 8-K

001-40611

10.5

February 5, 2024

10.20

Intercreditor Agreement, dated as of January 30, 2024, by and between ATW Special Situations Management LLC, as 2024 first lien collateral agent, ATW Special situations I LLC, as second lien collateral agent, and acknowledged by Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC

Form 8-K

001-40611

10.6

February 5, 2024

10.21

Second Amendment to Senior Secured Term Loan Agreement, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, ATW Special Situations I LLC, and Material Impact Fund II, L.P.

Form 8-K

001-40611

10.7

February 5, 2024

10.22+

Second Agreement Regarding Incremental Loans, dated as of January 30, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, ATW Special Situations II LLC, and Material Impact Fund II, L.P.

Form 8-K

001-40611

10.8

February 5, 2024

10.23

Form of Amendment and Exchange Agreement

Form 8-K

001-40611

10.9

February 5, 2024

iv

Table of Contents

												Incorporated by Reference
Exhibit						Description						Schedule/ Form						File Number						Exhibits						Filing Date
10.24						Form of Original Issue Discount Exchanged Senior Secured Convertible Debenture Due September 9, 2026						Form 8-K						001-40611						10.10						February 5, 2024
10.25						Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and SLS Family Irrevocable Trust						Form 8-K						001-40611						10.11						February 5, 2024
10.26						Nauticus Second Lien Restructuring Agreement, entered into as of January 31, 2024, by and among Nauticus Robotics, Inc., Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, Nauticus Robotics USA LLC, and Material Impact Fund II, L.P.						Form 8-K						001-40611						10.12						February 5, 2024
10.27++						Employment Agreement dated February 21, 2024 between John W. Gibson Jr. and Nauticus Robotics, Inc.						Form 8-K						001-40611						10.1						February 22, 2024
10.28						First Amendment to Senior Secured Term Loan Agreement, dated as of May 1, 2024, between the Nauticus Robotics, Inc., ATW Special Situations Management LLC as collateral agent, and the lenders party thereto						Form 8-K						001-40611						10.1						May 1, 2024
10.29						At the Market Offering Agreement dated May 20, 2024, by and between Nauticus Robotics, Inc. and H.C. Wainwright & Co., LLC						Form 8-K						001-40611						10.1						May 20, 2024
10.30						Nauticus Robotics, Inc. 2022 Omnibus Incentive Plan, as amended						Definitive Proxy Statement						001-40611						Annex A						April 29, 2024
10.31++						Offer Letter dated August 9, 2024, Between Nauticus Robotics, Inc. and John Symington.						Form 10-Q						001-40611						10.1						November 12, 2024
10.32**						Form of Second Amendment and Exchange Agreement dated November 4, 2024 by and among Nauticus Robotics Inc. and each of the signatories thereto.						Form 8-K						001-40611						10.1						November 5, 2024
10.33**						Form of Securities Purchase Agreement dated November 4, 2024, by and among Nauticus Robotics, Inc. and each of the investors listed on the Schedule of Buyers thereto.						Form 8-K						001-40611						10.2						November 5, 2024
10.34						Form of Original Issue Discount Senior Secured Convertible Debenture Due 2026.						Form 8-K						001-40611						10.3						November 5, 2024
10.35						Pledge and Security Agreement, dated as of November 4, 2024, by and among the Company, Nauticus Robotics Holdings Inc., Nautiworks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, as Debtors, and ATW Special Situations Management LLC as the Collateral Agent						Form 8-K						001-40611						10.4						November 5, 2024
10.36						IP Security Agreement, dated as of November 4, 2024, by and among the Company, Nauticus Robotics Holdings Inc., Nautiworks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, as Debtors, in favor of ATW Special Situations Management LLC as the Collateral Agent.						Form 8-K						001-40611						10.5						November 5, 2024

v

Table of Contents

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File Number

Exhibits

Filing Date

10.37

Subsidiary Guarantee, dated as of November 4, 2024, by Nauticus Robotics Holdings, Inc., NautiWorks LLC, Nauticus Robotics Fleet LLC, and Nauticus Robotics USA LLC, in favor of ATW Special Situations Management LLC as Collateral Agent.

Form 8-K

001-40611

10.6

November 5, 2024

10.38

Intercreditor agreement, dated as of November 4, 2024, by and among the Collateral Agent and ATW Special Situations Management LLC, in its capacity as agent for certain lenders to the Debtors, and acknowledged and agreed to by the Debtors

Form 8-K

001-40611

10.7

November 5, 2024

10.39

Intercreditor agreement, dated as of November 4, 2024, by and among the Collateral Agent and Acquiom Agency Services LLC, and acknowledged and agreed to by the Debtors.

Form 8-K

001-40611

10.8

November 5, 2024

10.40

Intercreditor agreement, dated as of November 4, 2024, by and among the Collateral Agent and ATW Special Situations I LLC and acknowledged and agreed to by the Debtors.

Form 8-K

001-40611

10.9

November 5, 2024

10.41**

Asset Purchase Agreement, dated March 5, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.

Form 8-K

001-40611

10.1

March 5, 2025

10.42+

Amendment No. 1 to Asset Purchase Agreement, dated March 20, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C. and each of the signatories thereto.

Form 8-K

001-40611

10.1

March 25, 2025

10.43**++

Award Letter dated March 27, 2025.

Form 8-K

001-40611

10.1

April 2, 2025

10.44**+

Securities Purchase Agreement dated August 6, 2025, by and among Nauticus Robotics, Inc. and each of the investors listed on the Schedule of Buyers thereto.

Form 8-K

001-40611

10.1

August 7, 2025

10.45**+

Equity Purchase Facility Agreement, as of dated October 24, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.

Form 8-K

001-40611

10.1

October 27, 2025

10.46**

Registration Rights Agreement, dated as of October 24, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.

Form 8-K

001-40611

10.2

October 27, 2025

10.47**

Amendment Agreement, dated October 25, 2025, by and among Nauticus Robotics, Inc. and the lenders signatories thereto.

Form 8-K

001-40611

10.3

October 27, 2025

10.48+

Form of Amendment and Exchange Agreement, dated as of December 3, 2025, by and between Nauticus Robotics, Inc. and the investor party named therein.

Form 8-K

001-40611

10.1

December 3, 2025

14.1

Code of Business Conduct and Ethics of Nauticus Robotics, Inc.

Form 8-K

001-40611

14.1

September 15, 2022

16.1

Letter from Whitley Penn LLP to the Securities and Exchange Commission dated December 19, 2025

Form 8-K

001-40611

16.1

December 22, 2025

vi

Table of Contents

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File Number

Exhibits

Filing Date

19.1†

Insider Trading Policy

Form 10-K

001-40611

19.1

April 15, 2025

21.1†

List of Subsidiaries.

23.1†

Consent of Independent Registered Public Accounting Firm

23.2†

Consent of Independent Registered Public Accounting Firm

31.1†

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†

Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

32.2*

Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

97.1†

Nauticus Robotics, Inc. Clawback Policy

Form 10-K

001-40611

97.1

April 15, 2025

101.INS†

Inline XBRL Instance Document.

101.CAL†

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.SCH†

Inline XBRL Taxonomy Extension Schema Document.

101.DEF†

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB†

Inline XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE†

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 †

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

†Filed herewith

*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

**Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The omitted information is (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. The Company agrees to furnish supplementally an unredacted copy of this Exhibit to the SEC upon request.

+Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

++Management contract, compensatory plan or arrangement.

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

April 21, 2026			/s/ John W. Gibson, Jr.
			John W. Gibson, Jr.
			Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

April 21, 2026			/s/ John W. Gibson, Jr.
			John W. Gibson Jr.
			Chief Executive Officer and President, and Director
			(Principal Executive Officer)
April 21, 2026			/s/ Jimena Begaries
			Jimena Begaries
			Interim Chief Financial Officer
			(Principal Financial and Accounting Officer)
April 21, 2026			/s/ Jim Bellingham
			Jim Bellingham
			Director
April 21, 2026			/s/ William H. Flores
			William H. Flores
			Director
April 21, 2026			/s/ Adam Sharkawy
			Adam Sharkawy
			Director
April 21, 2026			/s/ Eli Spiro
			Eli Spiro
			Director

viii

FAQ

What is Nauticus Robotics (KITT) changing in its 2025 10-K/A?

Nauticus Robotics is updating only its CEO and CFO certification exhibits for the 2025 annual report. The company states there are no changes to the underlying financial statements or other disclosures from the original filing.

Does the Nauticus Robotics 10-K/A affect previously reported 2025 financials?

The amendment does not affect previously reported 2025 financials. Nauticus Robotics explains the filing is solely to correct Section 302 and 906 officer certifications, leaving all financial statements and narrative disclosures from the original annual report unchanged.

What was the market value of Nauticus Robotics (KITT) held by non-affiliates?

The aggregate market value of Common Stock held by non-affiliates was $33,564,504 as of June 30, 2025. This figure is based on 4,118,344 non-affiliate shares and a closing price of $8.15 on the Nasdaq Capital Market that day.

How many Nauticus Robotics (KITT) shares were outstanding in April 2026?

Nauticus Robotics reports 34,877,145 shares of Common Stock outstanding as of April 14, 2026. This outstanding share count provides a snapshot of the company’s equity base several months after the June 2025 non-affiliate market value reference point.

What is Nauticus Robotics’ SEC filer and company status in this report?

Nauticus Robotics identifies itself as a non-accelerated filer, a smaller reporting company, and an emerging growth company. These classifications affect disclosure requirements and audit obligations under SEC rules for its 2025 annual reporting period.

Who signed the Nauticus Robotics 2025 10-K/A amendment?

The amendment is signed on behalf of Nauticus Robotics by Chief Executive Officer John W. Gibson Jr. on April 21, 2026. Additional signatures include Interim Chief Financial Officer Jimena Begaries and directors Jim Bellingham, William H. Flores, Adam Sharkawy, and Eli Spiro.