Nauticus Robotics, Inc. has received a waiver from a holder of its Series A Convertible Preferred Stock that postpones the consequences of a specified triggering event until January 31, 2027. The company disclosed the agreement in a Form 8-K filed with the Securities and Exchange Commission on October 1, 2026, detailing how the waiver alters the financial obligations associated with its preferred stock.
Under Section 5(a)(xv) of the certificate of designations for the Series A Preferred Stock, a triggering event occurs if any shares of the stock remain outstanding on or after September 30, 2026. This condition, defined as the Specified Event, would normally activate significant penalties for the company. By executing the waiver, the holder has effectively paused these penalties for a period beginning September 30, 2026, and continuing through and including January 31, 2027. The waiver became effective upon its execution by the holder and delivery to Nauticus Robotics.
The most significant financial relief provided by the waiver is the suspension of the dividend rate increase. Without the waiver, the dividend rate would have risen to a default rate of 18% per annum, or the maximum lawful rate if lower. The holder has waived this increase, along with any related incremental dividends, solely to the extent attributable to the Specified Event during the waiver period. Additionally, the holder waived the right to a Triggering Event Conversion. This conversion right included a 125% multiplier applied to the Conversion Amount, representing a 25% premium, as well as any related surviving alternate conversion period.
The waiver also relieves Nauticus Robotics of the requirement to provide a Triggering Event notice and stipulates that the Specified Event is disregarded for purposes of applicable Equity Conditions and other consequences specified in the document. However, the agreement does not alter the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or other applicable dividend terms. The waiver is specific to this holder and does not waive any other triggering events, breaches, defaults, or rights arising independently of the Specified Event.
Nauticus Robotics noted that when the waiver period expires on January 31, 2027, the Specified Event and its consequences will apply prospectively if any shares of Series A Preferred Stock remain outstanding. These consequences will not revive for the period already covered by the waiver. The company stated that waivers executed by other holders of its Series A, Series B, and Series C preferred stock are expected to contain substantially similar language, with waiver periods ending no earlier than January 31, 2027.
To ensure fairness among investors, the waiver includes covenants prohibiting Nauticus Robotics from providing other preferred stock holders with consideration, rights, or benefits in connection with their waivers that are not also provided to this holder. It also bars the company from entering into related side arrangements or amending other holders' waivers in a manner that violates this parity. The full text of the waiver is filed as Exhibit 10.1 to the Form 8-K. Michael A. Ferrier, General Counsel at Nauticus Robotics, signed the report on behalf of the company.