Nauticus Robotics, Inc. Annual report [Section 13 and 15(d), not S-K Item 405]

Annual report [Section 13 and 15(d), not S-K Item 405]

Stock-Based Compensation

Stock-Based Compensation

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

On September 6, 2022, shareholders approved our 2022 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) and on September 9, 2022, our board of directors ratified the Omnibus Incentive Plan. The Omnibus Incentive Plan provides for the grant of options, stock appreciation rights, RSUs, restricted stock and other stock-based awards, any of which may be

performance-based, and for incentive bonuses, which may be paid in cash, Common Stock or a combination thereof. As of December 31,2025, there were 305,556 shares authorized for issuance under the Omnibus Incentive Plan, and there were 143,128 remaining shares available for future grants.

As of December 31, 2025, 712 options to purchase Common Stock remained outstanding from a legacy plan that was superseded by the Omnibus Incentive Plan. There are no remaining shares available for future grant under the legacy plan. Options vest assuming continuous service to the Company with 25% of the options vesting one year after grant and the balance vesting in a series of 36 successive equal monthly installments measured from the first anniversary of grant. During the vesting period, holders have no rights of a stockholder with respect to the shares of Common Stock subject to an option, and the options may not be sold, assigned, transferred, pledged, or otherwise encumbered. Unvested options are forfeited upon termination of employment.

Compensation expense for stock option grants is recognized based on the fair value at the date of grant using the Black-Scholes option pricing model. For the years ended December 31, 2025 and December 31, 2024, stock-based compensation expense for options totaled $48,046 and $132,335, respectively, and was recorded in general and administrative expense. As of December 31, 2025, there was $1,909 of total unrecognized compensation cost related to options to be recognized over a remaining weighted average period of less than 1 year

The following table summarizes options outstanding, as well as activity for the period presented:


	Shares	Weighted Average Exercise Price		Aggregate Intrinsic Value

Outstanding as of December 31, 2024	2,177	$	629.38	$	-
Granted	-
Exercised	-
Forfeited	(17)	$	671.41
Expired	(1,448)	$	619.56
Outstanding as of December 31, 2025	712	$	648.36	$	-

Exercisable as of December 31, 2025	707	$	647.21	$	-

The weighted average remaining contractual term of both outstanding options and exercisable options as of December 31, 2025, was 3.8 years. The maximum contractual term of options is ten years.

There were no options granted or exercised in 2024 or 2025.

The following tabulation summarizes certain information related to outstanding and exercisable options at December 31, 2025:


				Options Outstanding				Options Exercisable
Range of Exercise Prices				As of December 31, 2025	Weighted Average Remaining Contractual Life In Years	Weighted Average Exercise Price		As of December 31, 2025	Weighted Average Exercise Price

$	628.74	$	628.74	313	1.86	$	628.74	313	$	628.74
$	628.75	$	628.75	322	5.12	$	628.75	322	$	628.75
$	810.06	$	810.06	77	6.19	$	810.06	72	$	810.06
$	628.74	$	810.06	712	3.80	$	648.36	707	$	647.21

Incentive Plans – The Compensation Committee and Board of Directors grant restricted units of our Common Stock to certain of our key executives, employees, and non-employee directors. Each Restricted Stock Unit (“RSU”) is a notional amount that represents the right to receive one share of Common Stock of the Company if and when the RSUs vest. RSUs were issued to the following recipients and vest as follows:

Employee RSU grants are time-based and typically vest equally over a three-year period, conditional upon continued employment.

Non-employee director RSU grants are time-based and vest fully on the earlier of the one-year anniversary of the grant date or the next Board of Directors Annual General Meeting if a grantee is not on the election ballot, conditional upon continued service as a director.

Executive RSU grants issued as executive sign-on bonuses are time-based and vest 50% on the one-year anniversary of the new hire date and 50% on the two-year anniversary of the new-hire date.

Performance-based RSU grants ("PRSU") granted to senior executives in 2022, were deemed earned in April 2023 and vested 50% on December 31, 2023 and 50% on December 31, 2024, in accordance with the terms of the applicable award agreements. No additional PRSUs were granted in 2024 or 2025.

The Compensation Committee has a policy that the Company will not provide U.S. federal income tax gross-up payments to any of its directors or executive officers in connection with future awards of restricted stock or stock units.

The following is a summary of our restricted stock unit activity for 2025:


	Shares	Weighted Average Grant Date Fair Value
Non-vested as of December 31, 2024	35,230	96.05
Granted	116,794	8.95
Vested	(36,995)	54.10
Forfeited	(2,815)	164.51
Non-vested as of December 31, 2025	112,214	17.51

The weighted-average grant-date fair value of RSUs granted during the year ended December 31, 2025 and 2024 was $8.95 and $77.15, respectively. The total fair value of RSUs and PRSUs vested during the years ended December 31, 2025 and 2024 was $351,882 and $1,156,065.

The RSUs granted in 2024 and 2025 do not have voting rights or dividend rights unless the RSU has vested and the share of Common Stock underlying it has been distributed to the participant.

Grants of RSUs are valued at their estimated fair values as of their respective grant dates. RSU grants in 2024 and 2025 were subject only to service and vesting conditions based on continued employment or service as a non-employee director; therefore, these grants were valued using the closing price of our stock on the Nasdaq Capital Market on the date of grant.

Stock-based compensation expense attributable to PRSUs under the Omnibus Incentive Plan for the years ended December 31, 2025 and December 31, 2024 was $0 and a reversal of expense of $284,707, respectively, and recorded in general and administrative expense. Stock-based compensation expense attributable to RSUs under the Omnibus Incentive Plan for years ended December 31, 2025 and December 31, 2024, respectively, was $1,248,509 and $2,455,426 and recorded in general and administrative expense. As of December 31, 2025, we had no future expense related to PRSUs and $1,132,373 of future expense related to RSUs to be recognized over a weighted-average period of approximately 2 years.

Stock-based compensation expense for the years ended December 31, 2025 and December 31, 2024, including options, TPRSUs, and RSUs, totaled $1,296,555 and $2,303,054, respectively. Total related recognized tax benefit for the years ended December 31, 2025 and 2024, was $262,000 and $457,000, respectively.