Nauticus Robotics Waives Sept. 30, 2026 Trigger for Series C Preferred

What Happened

• On September 23, 2026 Nauticus Robotics, Inc. received an executed waiver from a holder of its Series C Convertible Preferred Stock that waives the “Specified Event” that would have occurred if any Series C shares remained outstanding on or after September 30, 2026. The Waiver covers the period from September 30, 2026 through December 31, 2027 and became effective upon execution and delivery.
• During the Waiver Period the Holder waived the increase in the dividend rate to the default rate of 18% per annum (or the maximum lawful rate, if lower), related incremental dividends, and the right to a Triggering Event Conversion (including the 125% multiplier/25% premium) and related alternate conversion rights. The Waiver does not change the existing 120% conversion calculation, ordinary conversion rights, Alternate Optional Conversion rights, or other ordinary dividend terms.

Key Details

• Waiver received/executed: September 23, 2026; Waiver Period: Sept. 30, 2026 – Dec. 31, 2027.
• Prevented consequences during Waiver Period: 18% default dividend rate and Triggering Event Conversion with a 125% multiplier (25% premium).
• Preserved items: existing 120% Conversion Amount calculation, ordinary conversion rights, and other dividend terms remain unchanged.
• Scope limits: applies only to the consenting Holder’s Series C rights, does not bind other preferred holders, does not waive other Triggering Events, breaches or independent rights, and upon expiration the Specified Event and its consequences apply prospectively if shares remain outstanding.

Why It Matters

• For investors, the waiver temporarily prevents material adverse effects tied to the Sept. 30, 2026 Specified Event—specifically avoiding a substantial dividend rate increase and an automatic, premium conversion that could affect cash obligations and share count—through the end of 2027.
• The relief is limited to the consenting Holder and to the specified period; after Dec. 31, 2027 the triggering provisions could resume if Series C shares remain outstanding. Investors should watch for updates on outstanding Series C shares, any additional waivers or settlements with other holders, and subsequent disclosures that could affect dividends or conversion outcomes.