Key Highlights

● A Series C Convertible Preferred holder waived consequences of shares remaining outstanding after September 30, 2026, through December 31, 2027.

● Without the waiver, the Dividend rate would rise to 18 percent and a 125 percent conversion multiplier would apply.

● The Waiver leaves in place the 120 percent Conversion Amount calculation, ordinary conversion rights and Alternate Optional Conversion rights.

● It binds only the signing holder, who is not named, and waives no other triggering event, breach or default.

Nauticus Robotics, Inc. (NASDAQ:KITT), the Webster, Texas company whose common stock trades on The Nasdaq Stock Market under the symbol KITT, disclosed in a Form 8-K that a holder of its Series C Convertible Preferred Stock has waived certain consequences that would otherwise have followed if any of those shares remained outstanding after September 30, 2026. The waiver is dated September 23, 2026 and runs through December 31, 2027. The company reported the agreement under Item 1.01, entry into a material definitive agreement, and filed the waiver as Exhibit 10.1. The report was signed on September 29, 2026 by Michael A. Ferrier, the company's General Counsel.

What the Series C Terms Provide

The filing explains that the certificate of designations governing the Series C Convertible Preferred Stock contains conversion rights, dividend provisions and a set of triggering events. One of them is described in the filing as the Specified Event: a Triggering Event occurs if any shares of the Series C Preferred Stock remain outstanding on or after September 30, 2026. Under the terms summarized in the filing, that event would automatically raise the dividend rate on the shares to a default rate of 18 percent per annum, or the maximum lawful rate if lower, and would apply a 125 percent conversion multiplier, in effect a 25 percent premium in the amount used for conversion. It would also give holders Triggering Event Conversion rights and start related notice requirements.

What the Waiver Covers and What It Leaves in Place

The holder agreed to waive those consequences with respect to the Specified Event only, for the period from September 30, 2026 through December 31, 2027. The waived items are the increase to the 18 percent default rate, the 125 percent conversion multiplier, the Triggering Event Conversion rights and the related notice requirements.

The filing is equally specific about what stays as it was. The waiver does not change the existing 120 percent calculation of the Conversion Amount, the holder's ordinary conversion rights, the Alternate Optional Conversion rights, or the otherwise applicable dividend terms. It also does not waive any other triggering event, breach or default. The waiver applies only to the particular holder that signed it and does not bind other holders of preferred stock. The 8-K does not name that holder, and it does not say how many Series C shares the holder owns or how many are outstanding in total.

Why a Waiver Like This Is Disclosed

Item 1.01 requires a company to report agreements that are material to it and outside the ordinary course of business. Preferred stock terms that step up dividends or change conversion Economics on a set date can affect a company's capital structure. The filing itself does not characterize the financial effect of the waiver, does not quantify what the default dividend or conversion premium would have cost, and does not describe any payment or other consideration given for it. It does not describe any plan to redeem, convert or amend the Series C Preferred Stock.

The company is an emerging growth company and is incorporated in Delaware. Its warrants trade on Nasdaq under the symbol KITTW. Beyond that, the report contains no Business update, financial results or guidance; it is confined to the waiver and its exhibit.

Series C Waiver Window Ends December 31, 2027

The key date in the filing is December 31, 2027, when the waiver period ends. The waiver only addresses the September 30, 2026 Specified Event.