What changed in this filing

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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-04-15 · 92 added, 29 removed, 268 unchanged (31% of the section changed)

5 unchanged sentences

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained.

Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and processes were not effective at December 31, 2024, because of the material weaknesses in our internal control over financial reporting described below.

Based upon this evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and processes were not effective at December 31, 2025, because of the material weakness in our internal control over financial reporting described below.

Management’s Annual Report on Internal Control over Financial Reporting

The Company’s management, including the Chief Executive Officer and the Interim Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

As of December 31, 2020, Company’s management has evaluated the effectiveness of its internal control over financial reporting under the Exchange Act.

Management concluded as of December 31, 2024, that our internal control over financial reporting was not effective because of the material weaknesses described below.

The Company’s management, including the Chief Executive Officer and the Interim Chief Financial Officer, are responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

The Company's management conducted an assessment of the Company's internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in "Internal Control - Integrated Framework" (2013).

As of December 31, 2025, Company’s management has evaluated the effectiveness of its internal control over financial reporting under the Exchange Act and concluded, that our internal control over financial reporting was not effective based on those criteria because of the material weakness described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company identified deficiencies in its internal control over financial reporting that represented material weaknesses.

Specifically, the Company’s management determined that the Company did not, as of December 31, 2024, design and maintain effective internal controls over financial reporting related to:

(1) ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all interim periods of 2024, (2) failure to remediate previously reported material weakness over ineffective design and operation of user access controls.

The Company believes that, notwithstanding the material weaknesses mentioned above, the consolidated financial statements contained in this Form 10-K present fairly, in all material respects, the consolidated financial positions, results of operations and cash flows of the Company in conformity with generally accepted accounting principles as of the dates and for the periods stated therein.

Previously identified material weakness.

In 2021, we identified a material weakness in our internal control over financial reporting, as defined in the standards established by the Sarbanes-Oxley Act of 2002.

This material weakness related to a lack of qualified accounting and financial reporting personnel with an appropriate level of experience and inadequate procedures for the accounting close process including obtaining information supporting significant accounting estimates and judgments affecting the financial statements on a timely basis.

As a result, our management concluded that a material weakness existed in our internal control over financial reporting.

Through the year ended December 31, 2022 and 2023, we continued to implement remediation initiatives in response to the previously identified material weakness, including, but not limited to, hiring additional experienced accounting and financial reporting personnel in the late 2022 and modifying a new Enterprise Resource (ERP) System which will assist in the automation of processes, including standardizing workflows, enhancing segregation of duties, and ensuring compliance with policies.

As a result of the significant turnover of key finance personnel at the end of 2023 we have concluded there was a gap in the implementation of the above remediation initiatives with certain tasks that would have to be completed to remediate the material weakness not being handed over to the new personnel.

Our remediation activities are ongoing and

are subject to continued management review supported by ongoing design and testing of our framework of internal controls over financial reporting.

The Company previously identified deficiencies in its internal control over financial reporting that represented a material weakness.

Specifically, the Company’s management determined that the Company did not, as of December 31, 2024, design and maintain effective internal controls over financial reporting related to ineffective design and operation of controls over significant complex transactions, which resulted in restatements of all interim periods of 2024.

As of December 31, 2025, the material weakness had not yet been remediated.

The Company believes that, notwithstanding the material weakness mentioned above, the consolidated financial statements contained in this Form 10-K present fairly, in all material respects, the consolidated financial positions, results of operations and cash flows of the Company in conformity with generally accepted accounting principles as of the dates and for the periods stated therein.

Remediation Plan.

2 unchanged sentences

• Design and implementation of a Significant Complex Transaction policy which identifies transactions that should be evaluated for additional 3 rd party expert evaluation for proper accounting treatment;

• Design and implementation user access controls and proper segregation of duties for all critical accounting systems, supported by formal policies and training for all Information Technology personnel.

The Company believes that the actions listed above will provide appropriate remediation of the material weaknesses;

The Company believes that the actions listed above will provide appropriate remediation of the material weakness;

however, the testing of the effectiveness of the controls has not been completed by the Company.

Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the effectiveness of the controls, no assurance can be given as to the timing for completion of remediation.

The material weaknesses will be fully remediated when the Company concludes that the controls have been operating for sufficient time and independently validated by management.

The material weaknesses will be fully

remediated when the Company concludes that the controls have been operating for sufficient time and independently validated by management.

Remediation of previously reported Material Weaknesses

The Company previously identified deficiencies in its internal control over financial reporting that represented material weaknesses.

Specifically, the Company’s management determined that the Company did not, as of December 31, 2024, design and maintain effective internal controls over financial reporting related to failure to remediate reported material weaknesses over years 2021-2023 related to ineffective design and operation of user access controls.

These historical deficiencies stemmed from a lack of qualified accounting and financial reporting personnel and inadequate procedures for the accounting close process.

Remediation efforts in 2022, 2023 and 2024 were unsuccessful as a result of the significant turnover of key finance personnel.

Specifically, despite significant process improvements and hiring of personnel, at the end of 2023 there was a gap in the implementation of the remediation initiatives with certain tasks that would have to be completed to remediate the material weakness not being handed over to the new personnel.

During the year ended December 31, 2025, the Company implemented and tested remediation actions including these specific elements:

• Designed and implemented user access controls and proper segregation of duties for all critical accounting systems, supported by formal policies and training for all Information Technology personnel.

The Company concludes that the controls have been operating for sufficient time and independently validated by management and the material weakness related to the design and operation of user access controls is fully remediated.

Changes in internal control over financial reporting.

8 unchanged sentences

Trading Plans

During the year ended December 31, 2024, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

During the most recent fiscal quarter ended December 31, 2025, no director or Section 16 officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosures Regarding Foreign Jurisdiction that Prevent Inspections

Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to information contained in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year pursuant to Regulation 14A in connection with our 2025 Annual Meeting of Stockholders.

The information required by this Item (other than the information set forth in the following paragraphs under this Item 10) will be included in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year pursuant to Regulation 14A in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Adoption of Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics (the "Code") applicable to all of our board of director members, employees and executive officers, including our Chief Executive Officer (Principal Executive Officer), and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer).

The Company has made the Code available on our website at http://ir.nauticusrobotics.com.

The Company intends to satisfy the public disclosure requirements regarding (1) any amendments to the Code, or (2) any waivers under the Code given to our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer by posting such information on our website at http://ir.nauticusrobotics.com.

There were no amendments to the Code or waivers granted thereunder relating to the Principal Executive Officer, Principal Financial Officer or Principal Accounting Officer during 2025.

Adoption of Insider Trading Policy

The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of its securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and any applicable listing standards.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report.

Executive Compensation

The information required by this Item (other than the information set forth in the following paragraphs under this Item 11) will be included in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year pursuant to Regulation 14A in connection with our 2026 Annual Meeting of Stockholders and is incorporated herein by reference.

Recovery Analysis of Incentive-based Compensation

We previously restated our unaudited condensed consolidated financial statements as of and for the quarterly periods ended March 31, June 30 and September 30, 2024 (the “2024 Restated Periods”).

In consultation with the Audit Committee of our Board of Directors (the “Audit Committee”) and our auditors, we made the determination to restate such financial statements following the identification of errors related to the accounting treatment of significant unusual transactions (collectively, the “2024 Restatement”).

Due to such errors, the Company’s management and the Audit Committee concluded that our previously issued financial statements for the 2024 Restated Periods should no longer be relied upon.

The 2024 Restatement does not affect any of the Company’s key business metrics or compliance with any financial covenants.

The 2024 Restatement does not have any impact on management's or other employees' compensation, as incentive compensation plans were based on the attainment of metrics and operational goals unaffected by the adjustments.

Accordingly, the Company concluded that recovery of erroneously awarded compensation was not required pursuant to the Clawback Policy.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

31 unchanged sentences

3.1 July 18, 2024

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

3.3 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc.

Form 8-K 001-40611 3.1 September 2, 2025

3.4 Certificate of Designations of Rights and

2 unchanged sentences

3.1 December 27, 2024

3.5 Certificate of Designations of Rights and

Preferences of Series B Convertible Preferred

Stock of Nauticus Robotics, Inc.

Form 8-K 001-40611 3.1 August 7, 2025

3.6 Form of Certificate of Designations of Rights and Preferences of Series C Convertible Preferred Stock of Nauticus Robotics, Inc.

Form 8-K 001-40611 3.1 December 3, 2025

3.7 Amended and Restated Bylaws of Nauticus Robotics, Inc.

Form 8-K 001-40611 3.1 May 15, 2023

3.8 Amendment No.

1 to the Amended and Restated By-laws of Nauticus Robotics, Inc

Form 8-K 001-40611 3.1 August 19, 2025

C ertificate of C o rrection ( Series A C oD) 2026

Certificate of Correction (Series B CoD) 2026

Certificate of Correction (Series C CoD) 2026

4.1 Specimen Warrant Certificate of CleanTech Acquisition Corp.

4.3 July 6, 2021

Form S-1/A 333-256578 4.3 July 6, 2021

4.2 Warrant Agreement, dated July 14, 2021, by and between Continental Stock Transfer & Trust Company and CleanTech Acquisition Corp.

7 unchanged sentences

Form 8-K 001-40611 10.3 November 5, 2024

4.6++ F orm of Warrant

Form 8-K 001-40611 4.1 February 9, 2026

4.7† Description of Registrant’s Securities

10.1 Battery Supplier Agreement, dated as of January 18, 2021.

4 333-262431 10.20 June 16, 2022

10.1++ 2022 Nauticus Robotics, Inc.

4 unchanged sentences

entered into on May 23, 2023.

001-40611 10.1 May 30, 2023

Form 8-k 001-40611 10.1 May 30, 2023

10.3+ Senior Secured Term Loan Agreement, dated as of September 18, 2023, by and among Nauticus Robotics, Inc., ATW Special Situations II LLC, as collateral agent and lender, and the lenders party thereto.

140 unchanged sentences

Form 8-K 001-40611 10.9 November 5, 2024

Asset Purchase Agreement, dated March 5, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C.

and each of the signatories thereto.

Form 8-K 001-40611 10.1 March 5, 2025

10.42+ Amendment No.

1 to Asset Purchase Agreement, dated March 20, 2025, by and among Nauticus Robotics Inc., SeaTrepid International, L.L.C., SeaTrepid Deepsea LLC, Remote Inspection Technologies, L.L.C.

and each of the signatories thereto .

Form 8-K 001-40611 10.1 March 25, 2025

Award Letter dated March 27, 2025.

Form 8-K 001-40611 10.1 April 2, 2025

Securities Purchase Agreement dated August 6, 2025, by and among Nauticus Robotics, Inc.

and each of the investors listed on the Schedule of Buyers thereto.

Form 8-K 001-40611 10.1 August 7, 2025

Equity Purchase Facility Agreement, as of dated October 24, 2025, by and between Nauticus Robotics, Inc.

and the investor party named therein.

Form 8-K 001-40611 10.1 October 27, 2025

Registration Rights Agreement, dated as of October 24, 2025, by and between Nauticus Robotics, Inc.

and the investor party named therein.

Form 8-K 001-40611 10.2 October 27, 2025

Amendment Agreement, dated October 25, 2025, by and among Nauticus Robotics, Inc.

and the lenders signatories thereto.

Form 8-K 001-40611 10.3 October 27, 2025

Form of Amendment and Exchange Agreement, dated as of December 3, 2025, by and between Nauticus Robotics, Inc.

and the investor party named therein.

Form 8-K 001-40611 10.1 December 3, 2025

14.1 Code of Business Conduct and Ethics of Nauticus Robotics, Inc.

Form 8-K 001-40611 14.1 September 15, 2022

16.1 Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission

Form 8-K 001-40611 16.1 September 15, 2022

16.1 Letter from Whitley Penn LLP to the Securities and Exchange Commission dated December 19, 2025

Form 8-K 001-40611 16.1 December 22, 2025

Insider Trading Policy

Form 10-K 001-40611 19.1 April 15, 2025

21.1† List of Subsidiaries.

23.1† Consent of Independent Registered Public Accounting Firm

23.2† Consent of Independent Registered Public Accounting Firm

31.1† Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2† Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Incorporated by Reference

Exhibit Description Schedule/

Form File Number Exhibits Filing Date

Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

26 unchanged sentences

(Principal Executive Officer)

April 15, 2025 /s/ Victoria Hay

April 15, 2026 /s/ Jimena Begaries

Jimena Begaries

Interim Chief Financial Officer

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures