Nauticus Robotics Waives Series A Preferred Stock Sept 30, 2026 Trigger

What Happened Nauticus Robotics, Inc. (KITT) filed an 8-K disclosing that a holder of its Series A Convertible Preferred Stock executed a waiver of the September 30, 2026 “Triggering Event.” The waiver became effective upon execution and delivery and covers the period from September 30, 2026 through January 31, 2027. During the waiver period, the holder waived specified increased dividend and conversion remedies that would otherwise have applied solely because the Specified Event occurred.

Key Details

• Waiver period: September 30, 2026 through and including January 31, 2027.
• Waived remedies (solely for the Specified Event during the Waiver Period): increase in dividend rate to the default 18% per annum (or maximum lawful rate), related incremental dividends, and the Triggering Event Conversion premium (the 125% multiplier / 25% premium) and related alternate conversion timing.
• Preserved rights: the waiver does not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or otherwise applicable dividend terms.
• Scope and limits: the waiver applies only to that Holder’s Series A rights, does not bind other holders, does not waive other Triggering Events or defaults, and, when the Waiver Period ends, the Specified Event’s consequences apply prospectively if shares remain outstanding. The waiver text was filed as Exhibit 10.1.

Why It Matters For investors, this reduces near-term dilution and cash-cost pressure that could have arisen from higher default dividends or a forced conversion premium tied to the September 30, 2026 event. It gives Nauticus additional time (through Jan. 31, 2027) before those stricter remedies take effect while leaving core conversion mechanics (including the 120% conversion amount calculation and ordinary conversion rights) intact. The waiver is limited to the executing holder, but similar waivers for other preferred holders are expected to contain substantially similar terms.