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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 classTrading Symbol(s)Name of each exchange on which registered
Common StockKITT
The Nasdaq Stock Market LLC
Redeemable WarrantsKITTW
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
iii
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
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
2.1Form 8-K001-406112.1December 17, 2021
2.1.1Form 8-K001-406112.1June 6, 2022
3.1Form 8-K001-406113.5September 15, 2022
3.2
and Restated Certificate of Incorporation of
Nauticus Robotics, Inc.
Form 8-K
001-40611
3.1July 18, 2024
3.3Form 8-K001-406113.1September 2, 2025
3.4
Preferences of Series A Convertible Preferred
Stock of Nauticus Robotics, Inc.

Form 8- K
001-40611
3.1December 27, 2024
3.5
Preferences of Series B Convertible Preferred
Stock of Nauticus Robotics, Inc.
Form 8-K001-406113.1August 7, 2025
3.6Form 8-K001-406113.1December 3, 2025
3.7Form 8-K001-406113.1May 15, 2023
3.8Form 8-K001-406113.1August 19, 2025
3.9†
3.10†
3.11†
4.1Form S-1/A333-2565784.3July 6, 2021
4.2


Form 8-K001-406114.1July 21, 2021
4.3Form 8-K001-406114.2July 21, 2021
4.4Form S-4 Am. No. 4333-2624314.7June 16, 2022
ii
Table of Contents
Incorporated by Reference
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
4.5
Convertible Debenture Due 2026.

Form 8-K001-4061110.3November 5, 2024
4.6++Form 8-K001-406114.1February 9, 2026
4.7†    
10.1++Form 8-K001-4061110.9September 15, 2022
10.2+**Form 8-k001-4061110.1May 30, 2023
10.3+Form 8-K001-4061110.1September 21, 2023
10.4+Form 8-K001-4061110.2September 21, 2023
10.5Form 8-K001-4061110.3September 21, 2023
10.6Form 8-K001-4061110.4September 21, 2023
10.7Form 8-K001-4061110.5September 21, 2023
10.8+Form 8-K001-4061110.6September 21, 2023
10.9+Form 8-K001-4061110.7September 21, 2023
10.10++Form 8-K001-4061110.1October 2, 2023
10.11Form 8-K001-4061110.5October 6, 2023
10.12Form 8-K001-4061110.1January 5, 2024
iii
Table of Contents
Incorporated by Reference
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
10.13Form 8-K001-4061110.2January 5, 2024
10.14Form 8-K001-4061110.3January 5, 2024
10.15+Form 8-K001-4061110.1February 5, 2024
10.16+Form 8-K001-4061110.2February 5, 2024
10.17+Form 8-K001-4061110.3February 5, 2024
10.18Form 8-K001-4061110.4February 5, 2024
10.19Form 8-K001-4061110.5February 5, 2024
10.20Form 8-K001-4061110.6February 5, 2024
10.21Form 8-K001-4061110.7February 5, 2024
10.22+Form 8-K001-4061110.8February 5, 2024
10.23Form 8-K001-4061110.9February 5, 2024
iv
Table of Contents
Incorporated by Reference
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
10.24Form 8-K001-4061110.10February 5, 2024
10.25Form 8-K001-4061110.11February 5, 2024
10.26Form 8-K001-4061110.12February 5, 2024
10.27++Form 8-K001-4061110.1February 22, 2024
10.28
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
001-4061110.1May 1, 2024
10.29
20, 2024, by and between Nauticus
Robotics, Inc. and H.C. Wainwright & Co., LLC

Form 8-K
001-4061110.1May 20, 2024
10.30
Plan, as amended
Definitive
Proxy
Statement

001-40611
Annex A
April 29, 2024
10.31++
Nauticus Robotics, Inc. and John Symington.
Form 10-Q

001-4061110.1November 12, 2024
10.32**
Agreement dated November 4, 2024 by and
among Nauticus Robotics Inc. and each of the
signatories thereto.
Form 8-K
001-4061110.1November 5, 2024
10.33**
November 4, 2024, by and among Nauticus
Robotics, Inc. and each of the investors listed on
the Schedule of Buyers thereto.
Form 8-K
001-4061110.2November 5, 2024
10.34
Convertible Debenture Due 2026.
Form 8-K
001-4061110.3November 5, 2024
10.35
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
001-4061110.4November 5, 2024
10.36
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
001-4061110.5November 5, 2024
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Table of Contents
Incorporated by Reference
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
10.37
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
001-4061110.6November 5, 2024
10.38
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-K001-4061110.7November 5, 2024
10.39
2024, by and among the Collateral Agent and
Acquiom Agency Services LLC, and
acknowledged and agreed to by the Debtors.
Form 8-K001-4061110.8November 5, 2024
10.40
2024, by and among the Collateral Agent and
ATW Special Situations I LLC and acknowledged
and agreed to by the Debtors.
Form 8-K001-4061110.9November 5, 2024
10.41**
Form 8-K001-4061110.1March 5, 2025
10.42+Form 8-K001-4061110.1March 25, 2025
10.43**++
Form 8-K001-4061110.1April 2, 2025
10.44**+
Form 8-K001-4061110.1August 7, 2025
10.45**+
Form 8-K001-4061110.1October 27, 2025
10.46**
Form 8-K001-4061110.2October 27, 2025
10.47**
Form 8-K001-4061110.3October 27, 2025
10.48+
Form 8-K001-4061110.1December 3, 2025
14.1Form 8-K001-4061114.1September 15, 2022
16.1Form 8-K001-4061116.1December 22, 2025
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Table of Contents
Incorporated by Reference
ExhibitDescriptionSchedule/
Form		File NumberExhibitsFiling Date
19.1†
Form 10-K001-4061119.1April 15, 2025
21.1†
23.1†
23.2†
31.1†
31.2†
32.1*
32.2*
97.1†
Form 10-K
001-40611
97.1April 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.
vii
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