Nauticus Robotics, Inc.: waivers of Sep 30, 2026 triggering event

What happened

• Nauticus Robotics, Inc. reported in an 8-K filed Oct 2, 2026 that on Sep 30, 2026 it received 2 separate executed waivers (the “Waivers”) from a holder (the “Holder”), 1 relating to the Company’s Series B convertible preferred stock and 1 relating to its Series C convertible preferred stock.
• Each Waiver waived the Specified Event (shares of the applicable Preferred Stock remaining outstanding on or after Sep 30, 2026) for the Waiver Period beginning Sep 30, 2026 and continuing through and including Mar 31, 2027, and, solely to the extent attributable to the Specified Event during the Waiver Period, waived the increase in the dividend rate to the default rate of 18% per annum, related incremental dividends, the right to a Triggering Event Conversion including the 125% multiplier applied to the Conversion Amount (a 25% premium), and the related Triggering Event notice requirement.

Key details

• 2 waivers received on Sep 30, 2026 covering Series B and Series C convertible preferred stock.
• Waiver Period: Sep 30, 2026 through and including Mar 31, 2027.
• Waived consequences during the Waiver Period: increase to 18% per annum dividend rate, related incremental dividends, and Triggering Event Conversion with a 125% multiplier (25% premium).
• Waivers do not affect the existing 120% calculation of the Conversion Amount, ordinary conversion rights, Alternate Optional Conversion rights, or other dividend terms; each Waiver applies only to the signing Holder and became effective upon execution and delivery.

Why it may matter

• This report is Item 1.01: entry into a material definitive agreement and covers waivers of the Sep 30, 2026 Triggering Event under the certificates of designation for the Series B and Series C preferred stock and the specific rights and notice requirements waived for the Waiver Period. The filing does not show why the insider traded or why the company acted.