Nauticus Robotics Announces 1-for-8 Reverse Stock Split: Key Details for Investors

Summary of Key Developments

• 1-for-8 Reverse Stock Split Announced: Nauticus Robotics, Inc. (NASDAQ: KITT) will implement a 1-for-8 reverse stock split of its outstanding common stock.
• Effective Date: The reverse split will take effect on April 21, 2026, with post-split trading beginning that day under the current symbol “KITT”.
• New CUSIP Number: The company’s common stock will be assigned a new CUSIP number: 63911H 405.
• No Fractional Shares: Fractional shares will not be issued. Instead, fractional interests will be rounded up to the nearest whole share.
• Objective: The split is intended to bring the share price into compliance with the minimum bid price required by The Nasdaq Capital Market.
• Shareholder Approval: The ratio is within the range approved by shareholders at a special meeting on January 28, 2026.
• Implications for Warrants and Convertible Securities: All options, warrants, and other convertible securities will be adjusted in accordance with the reverse stock split.
• Ownership Percentage Unchanged: Shareholder ownership percentages and voting power will remain virtually unchanged, except for minor changes due to rounding.
• Press Release Issued: Nauticus Robotics issued a press release on April 17, 2026, confirming these details.

Details and Analysis

Nauticus Robotics, Inc. has announced a significant corporate action: a 1-for-8 reverse stock split of all issued and outstanding shares of its common stock. This move, approved by both the Board of Directors and the company’s shareholders, is designed to increase the company’s per-share price and ensure continued compliance with the Nasdaq Capital Market’s minimum bid price requirements.

What Is a Reverse Stock Split?

A reverse stock split consolidates the number of shares outstanding into fewer shares, thereby increasing the per-share price. In this instance, every eight shares of Nauticus common stock will be merged into one share. For example, a shareholder with 800 shares prior to the split will own 100 shares after the split, with the total value of their holdings remaining unchanged pre- and post-split (subject to market movements).

Key Dates and Trading Information

• The reverse split will be effective at 8:01 p.m. Eastern Time on April 17, 2026.
• After-market trading of Nauticus shares will be temporarily suspended at 7:50 p.m. ET on April 20, 2026.
• Trading on a split-adjusted basis will commence on April 21, 2026, under the ticker “KITT” and new CUSIP 63911H 405.

Shareholder Impact

• Shareholders’ ownership percentages will remain virtually unchanged.
• Fractional shares will be rounded up to the nearest whole share; no fractional shares will be issued.
• Holders of certificated shares will receive instructions from the company’s transfer agent, Continental Stock Transfer and Trust, regarding the exchange of share certificates.
• Holders whose shares are in book-entry form need not take any action.
• All outstanding options, warrants, and convertible securities will be proportionally adjusted to reflect the reverse split.

The rights and privileges of shareholders will be “substantially unaffected”, except for minor changes due to rounding of fractional shares.

Reason for the Reverse Stock Split

The primary reason cited by Nauticus Robotics for the reverse split is to raise the per-share trading price to meet Nasdaq’s minimum bid price requirement. This is essential for maintaining the company’s listing on the exchange. Additionally, a higher share price may enhance the stock’s appeal to a broader range of investors, including institutions with minimum price thresholds.

Effect on Registration Statements

The company notes that all currently effective SEC registration statements (including Forms S-3 and S-8) will be automatically updated to reflect the new share count post-split in accordance with SEC rules.

Price-Sensitive and Investor-Relevant Points

• Compliance with Nasdaq: The reverse split is a critical move to avoid delisting, which could have had a severely negative impact on share value and liquidity.
• Potential for Increased Institutional Interest: By elevating the share price, the company may become eligible for investment by institutions and funds that have minimum share price criteria.
• No Economic Dilution: While the number of shares decreases, each investor’s percentage ownership and the economic value of their holdings remain unchanged, except for minor rounding adjustments.
• Adjusted Securities: All derivative securities (options, warrants, etc.) will be adjusted according to the split, meaning no loss or gain of rights for holders of those instruments.

Official Communication and Further Information

Nauticus Robotics issued a press release on April 17, 2026, outlining the details of the reverse split. The company also referenced its definitive proxy statement filed on December 29, 2025, for further details. Shareholders are encouraged to review these documents and contact the company’s transfer agent for any questions regarding their holdings.

Outlook

This corporate action is significant and qualifies as price-sensitive information. It is likely to impact the trading dynamics of Nauticus Robotics’ shares in the short term, particularly in relation to compliance with Nasdaq’s listing standards and the potential for attracting new investors.

Disclaimer: This article is for informational purposes only and does not constitute financial advice or a recommendation to buy or sell any securities. Investors should consult with their own financial advisors and review official company filings before making investment decisions. The author and publisher accept no liability for actions taken in reliance upon this information.

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