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]

Loss Per Share

Loss Per Share

12 Months Ended

Dec. 31, 2025

Following is the computation of loss per basic and diluted share:


	Year Ended December 31,
	2025		2024
Numerator:
Net loss	$	(40,828,402)	$	(134,906,649)
Preferred stock dividend	(1,006,000)		-
Deemed dividends for Series A and B Convertible Preferred Stock	(27,987,356)		-
Net loss attributable to Common Stockholders	(69,821,758)		(134,906,649)
Denominator:
Weighted average shares used to compute basic and diluted EPS	6,681,851		408,133

Basic and diluted loss per share	(10.45)		(330.55)

Anti-dilutive securities excluded from shares outstanding:
Stock options	1,291		2,160
Restricted and performance stock units	58,938		35,229
Warrants	60,602		60,602
Earnout shares	23,149		23,149
SeaTrepid earnout shares	671,544		-
Convertible debt	877,567		318,437
Series A, B and C Convertible Preferred Stock	20,115,072		3,797,724
Total	21,808,163		4,237,301

Basic loss per share (“EPS”) is computed by dividing net loss by the weighted-average number of common shares outstanding during the period.

In computing the loss attributable to common shareholders, the Company deducts dividends on its preferred stock in accordance with ASC 260, Earnings Per Share. For the year ended December 31, 2025, total preferred dividends of $1,006,000 were deducted from net loss, consisting of $845,890 of dividends that were capitalized and added to the stated value of the preferred stock in accordance with the Certificates of Designation; and $106,110 of dividends that were accrued but unpaid as of December 31, 2025.

Total preferred dividends increased the loss attributable to common shareholders for purposes of calculating basic and diluted earnings per share.

During the year ended December 31, 2025, the Company recognized deemed dividends totaling $27,987,356 associated with the down-round adjustments of its Series A Preferred Stock conversion price on December 3, 2025 and August 6, 2025 of $15,673,199 and $4,047,585, respectively, and its Series B Preferred Stock conversion price on December 3, 2025 of $8,266,572. This amount was deducted from net loss in determining loss attributable to common shareholders for purposes of calculating basic and diluted earnings per share.