Nauticus Robotics, Inc. 10-Q

ITEM 5. OTHER INFORMATION Trading Plans During the three months ended June 30, 2026, 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. ITEM 6. EXHIBITS Incorporated by Reference Exhibit Description Schedule/ Form File Number Exhibits Filing Date 3.1 Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. Form 8-K 001-40611 3.1 September 15, 2022 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Nauticus Robotics, Inc. Form 8-K 001-40611 3.2 July 18, 2024 3.3 Certificate of Designations of Rights and Preferences of Series A Convertible Preferred Stock of Nauticus Robotics, Inc. Form 8-K 001-40611 3.3 December 27, 2024 43 Table of Contents 3.4 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 3.5 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 3.6 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 Certificate of Correction (Series A CoD) 2026 Form 10-K 001-40611 3.9 April 15, 2026 3.8 Certificate of Corrections (Series B CoD) 2026 Form 10-K 001-40611 3.10 April 15, 2026 3.9 Certificate of Corrections (Series C CoD) 2026 Form 10-K 001-40611 3.11 April 15, 2026 3.10 Certificate of Designations of Rights and Preferences of Series D Convertible Preferred Stock of Nauticus Robotics, Inc Form 8-K 001-40611 3.1 July 9, 2026 3.11 Amended and Restated Bylaws of Nauticus Robotics Inc (as of May 11, 2023). Form 8-K 001-40611 3.1 May 15, 2023 3.12 Amendment No. 1 to the Amended and Restated By-laws of Nauticus Robotics. Inc. Form 8-K 001-40611 3.1 August 19, 2025 10.1 Amendment No. 2 to Asset Purchase Agreement, dated May 11, 2026, by and among Nauticus Robotics, Inc., SeaTrepid International, L.L.C., SeaTrepid Deep L.L.C., Remote Inspection Technologies, L.L.C., and each of the signatories thereto. Form 8-K 001-40611 10.1 May 13, 2026 10.2 Second Amendment, dated May 11, 2026, by and among Nauticus Robotics, Inc. and the lenders signatories thereto. Form 8-K 001-40611 10.2 May 13, 2026 10.3 Third Amendment, dated June 1, 2026, by and among Nauticus Robotics, Inc., and the lenders signatories thereto. Form 8-K 001-40611 10.1 June 1, 2026 10.4 Form of Exchange Agreement, dated as of June 26, 2026, by and between Nauticus Robotics, Inc. and the investor party named therein. Form 8-K 001-40611 10.1*+ June 30, 2026 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. 32.1* Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 44 Table of Contents 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). + Filed herewith * Furnished herewith † Certain portions of this document that constitute confidential information have been redacted pursuant to Item 601(b)(10) of Regulation S-K. 45 Table of Contents SIGNATURES Pursuant to the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NAUTICUS ROBOTICS, INC. By: /s/ John W. Gibson, Jr. John W. Gibson, Jr. Chief Executive Officer (Principal Executive Officer) Date: August 12, 2026 By: /s/ Jimena Begaries Jimena Begaries Interim Chief Financial Officer (Principal Financial Officer) Date: August 12, 2026 46