Revenue Growth, Expanded Customer Engagement, and Nauticus ToolKITT™ Deployment Drive Momentum into 2026
STRATEGIC AND OPERATIONAL HIGHLIGHTS
Strategic Execution and Integration Progress
During 2025, Nauticus completed the acquisition and integration of SeaTrepid, significantly expanding its operational footprint and enabling immediate participation in commercial ROV services. This integration provided a platform to deploy Nauticus ToolKITT across active offshore projects, accelerating the transition from development to commercialization. The Company also strengthened its balance sheet and improved liquidity, positioning Nauticus for more consistent execution moving forward.
Expansion into International Markets
Nauticus advanced its international growth strategy through a newly established relationship with
Advancement of Autonomy and Software Platform
Nauticus ToolKITT continued to demonstrate its value as a modular autonomy platform capable of deployment across multiple vehicle types. In 2025, the Company achieved successful in-field deployment of Nauticus ToolKITT on work-class ROV systems, enabling enhanced navigation, station-keeping, and operational efficiency. These deployments validated the platform's ability to reduce operator workload and improve inspection quality, while also opening opportunities to expand into third-party vehicle ecosystems.
Operational Milestones and Technology Progress
The Company achieved several key technical milestones during the year. The Aquanaut® vehicle successfully operated at depths of 2,300 meters, demonstrating readiness for deepwater applications. In parallel, Nauticus significantly expanded its testing capabilities through a dedicated facility in
In addition, Nauticus continued advancing its subsea electric manipulation capabilities. The Company progressed its collaboration with Forum Energy Technologies (FET) on the Olympic Arm™, while also completing the design of a next-generation three-joint manipulator for integration with Aquanaut. Component procurement for this system is underway, with delivery expected in early 2026 and a prototype targeted for deployment thereafter. These developments are expected to enhance Aquanaut's ability to perform complex intervention tasks and expand its applicability across a broader range of subsea operations.
Market Demand and Commercial Momentum
Nauticus delivered strong revenue growth in 2025, supported by both new customer acquisition and deeper engagement with existing clients. The Company's customer base now spans major offshore operators, renewable energy providers, and government-related opportunities, reflecting the versatility of its solutions. Demand for autonomous capabilities continues to increase as operators seek to reduce costs, improve safety, and enhance data quality. Nauticus is focused on converting this growing interest into long-term contracts and repeatable revenue streams in 2026.
Government and Emerging Market Opportunities
The Company is actively pursuing opportunities in government and defense markets, particularly in subsea infrastructure monitoring and maritime security applications. Regulatory momentum around subsea mineral extraction is expected to drive new offshore activity beginning in 2026, while increased geopolitical focus on critical maritime infrastructure is creating additional demand for Nauticus' capabilities. The Company believes its autonomous solutions are well aligned with these emerging market needs.
CUSTOMER DEMAND AND OUTLOOK
As Nauticus enters 2026, the Company is focused on disciplined execution and commercialization. Key priorities include expanding deployments of Nauticus ToolKITT across both Company-owned and third-party systems, scaling operations in international markets, and converting customer engagement into long-term revenue-generating contracts.
With a strengthened balance sheet, improved operational infrastructure, and increasing market demand for autonomous solutions, Nauticus believes it is well positioned to deliver continued progress and build long-term shareholder value.
FINANCIAL HIGHLIGHTS
Revenue: Nauticus reported fourth-quarter revenue of
Operating Expenses: Total expenses during the fourth quarter were
Adjusted Net Loss: Nauticus reported adjusted net loss of
Net Loss: For the fourth quarter, Nauticus recorded a net loss of
2025 G&A Cost: Nauticus reported G&A fourth-quarter costs of
Balance Sheet and Liquidity
As of
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Cautionary Language Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Act"), and are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Act as well as protections afforded by other federal securities laws. Such forward-looking statements include but are not limited to: the expected timing of product commercialization or new product releases; customer interest in Nauticus' products; estimated operating results and use of cash; and Nauticus' use of and needs for capital. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events, or results of operations, are forward-looking statements. These statements may be preceded by, followed by, or include the words "believes," "estimates," "expects," "projects," "forecasts," "may," "will," "should," "seeks," "plans," "scheduled," "anticipates," "intends," or "continue" or similar expressions. Forward-looking statements inherently involve risks and uncertainties that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are based on Nauticus' management's current expectations and beliefs, as well as a number of assumptions concerning future events. There can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and Nauticus is not under any obligation and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports which Nauticus has filed or will file from time to time with the Securities and Exchange Commission (the "
CONSOLIDATED BALANCE SHEETS
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ASSETS | |||
Current Assets: | |||
Cash and cash equivalents | |||
Restricted cash | 600,342 | 52,151 | |
Accounts receivable, net | 378,683 | 238,531 | |
Inventories | - | 880,594 | |
Prepaid expenses | 1,055,324 | 1,389,434 | |
Other current assets | 203,025 | 574,025 | |
Total Current Assets | 9,253,984 | 4,320,782 | |
Property and equipment, net | 21,827,769 | 17,115,246 | |
Operating lease right-of-use assets, net | 559,005 | 1,094,743 | |
9,600,745 | - | ||
Intangible Assets, net | 1,276,916 | - | |
Other assets | 91,276 | 154,316 | |
Total Assets | |||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||
Current Liabilities: | |||
Accounts payable | |||
Accrued liabilities | 10,139,275 | 5,602,721 | |
Contract liability | - | 346,279 | |
Operating lease liabilities - current | 434,200 | 435,307 | |
Notes payable - current | 2,296,627 | - | |
163,672 | - | ||
Senior Secured Convertible Term Loan - current, net of discount (related party) | 14,113,871 | - | |
Senior Secured Convertible Term Loan - current, net of discount | 4,939,247 | - | |
Other creditors | 160,110 | - | |
Total Current Liabilities | 35,375,461 | 12,301,000 | |
Warrant liabilities | 11,281 | 181,913 | |
Operating lease liabilities - long-term | 203,547 | 768,939 | |
- | 2,583,832 | ||
Senior Secured Convertible Term Loan - long-term, net of discount (related party) | - | 13,820,366 | |
Senior Secured Convertible Term Loan - long-term, net of discount | - | 12,531,332 | |
Other liabilities | - | 895,118 | |
Total Liabilities | |||
Stockholders' Equity (Deficit): | |||
Series A Convertible Preferred Stock | 1 | 4 | |
Series B Convertible Preferred Stock | - | - | |
Series C Convertible Preferred Stock | - | - | |
Common Stock, | 2,881 | 108 | |
Additional paid-in capital | 330,578,863 | 233,343,056 | |
Accumulated other comprehensive loss | (42,229) | (42,229) | |
Accumulated deficit | (323,520,110) | (253,698,352) | |
Total Stockholders' Equity (Deficit) | 7,019,406 | (20,397,413) | |
Total Liabilities and Stockholders' Equity (Deficit) | |||
CONSOLIDATED STATEMENTS OF OPERATIONS
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Three Months Ended | Year ended | ||||||||
2025 | 2024 | ||||||||
Revenue: | |||||||||
Service | |||||||||
Total revenue | 1,057,298 | 471,223 | 1,976,795 | 5,274,915 | 1,807,472 | ||||
Costs and expenses: | |||||||||
Cost of revenue (exclusive of items shown separately below) | 3,326,630 | 2,114,837 | 4,266,894 | 12,336,520 | 9,732,205 | ||||
Depreciation and amortization | 699,067 | 452,970 | 590,820 | 2,344,826 | 1,736,828 | ||||
Research and development | - | 19,316 | - | - | 82,850 | ||||
General and administrative | 2,645,694 | 4,067,232 | 2,997,001 | 14,320,568 | 13,570,486 | ||||
Total costs and expenses | 6,671,391 | 6,654,355 | 7,854,715 | 29,001,914 | 25,122,369 | ||||
Operating loss | (5,614,093) | (6,183,132) | (5,877,920) | (23,726,999) | (23,314,897) | ||||
Other (income) expense: | |||||||||
Other income, net | (102,271) | (55,012) | 2,883 | (134,322) | (70,918) | ||||
Foreign currency transaction loss | 2,179 | 40,320 | 48,807 | 54,527 | 61,597 | ||||
Loss on extinguishment of debt | 6,371,971 | 48,870,991 | - | 6,371,971 | 127,605,940 | ||||
Change in fair value of New Convertible Debentures | (24,894) | (211,181) | (103,607) | (170,632) | (13,559,010) | ||||
Change in fair value of | - | 28,123,852 | - | - | (7,989,948) | ||||
Change in fair value of warrant liabilities | 2,119,726 | 435,864 | (407,938) | 2,247,848 | 435,864 | ||||
Interest expense, net | 5,186,289 | 1,309,931 | 1,221,883 | 8,732,011 | 5,108,227 | ||||
Total other expense, net | 13,553,000 | 78,514,765 | 762,028 | 17,101,403 | 111,591,752 | ||||
Net loss | |||||||||
Basic and diluted loss per share | |||||||||
Basic and diluted weighted average shares outstanding | 12,130,838 | 435,076 | 3,878,466 | 6,681,851 | 408,133 | ||||
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Years ended | |||
2025 | 2024 | ||
Cash flows used in operating activities: | |||
Net loss | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 2,344,826 | 1,736,828 | |
Accretion of debt discount | 40,253 | 411,705 | |
Amortization of debt issuance cost | 886,504 | 664,690 | |
Capitalized paid-in-kind (PIK) interest | 696,345 | 900,383 | |
Accretion of exit fee | (9,663) | 97,694 | |
Stock-based compensation | 1,296,555 | 2,303,054 | |
Change in fair value of warrant liabilities | (170,632) | (13,559,010) | |
Change in fair value of New Convertible Debentures | - | (7,989,948) | |
Change in fair value of | 2,247,848 | 435,864 | |
Induced conversion expense | 3,941,929 | - | |
Loss on extinguishment of debt | 6,371,971 | 127,605,940 | |
Non-cash lease expense | 535,738 | 504,097 | |
Loss on disposal of assets | 25,788 | 19,202 | |
Loss on lease termination | 2,639 | 18,721 | |
Inventory write-off | 500,332 | - | |
Other notes payable adjustments | - | 115,394 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (1,798) | (26,103) | |
Inventories | 41,146 | (58,683) | |
Other assets | 830,664 | 995,999 | |
Accounts payable and accrued liabilities | 54,009 | (1,696,525) | |
Contract liabilities | (346,279) | (2,421,634) | |
Operating lease liabilities | (569,139) | (397,375) | |
Other liabilities | (895,118) | 895,118 | |
Net cash used in operating activities | (23,004,484) | (24,351,238) | |
Cash flows from (used in) investing activities: | |||
Capital expenditures | (961,814) | (501,600) | |
Acquisition of business, net of cash acquired | (4,371,992) | - | |
Proceeds from sale of assets held for sale | - | 676,177 | |
Proceeds from sale of property and equipment | 150 | 5,705 | |
Net cash from (used in) investing activities | (5,333,656) | 180,282 | |
Cash flows from financing activities: | |||
Proceeds from notes payable | - | 14,305,000 | |
Payment of debt issuance costs on notes payable | - | (1,316,791) | |
Proceeds from | - | 2,150,000 | |
Proceeds from At the Market (ATM) offering, net | 31,948,650 | 9,357,954 | |
Issuance of Series B Preferred Stock | 2,855,000 | - | |
Repayment on Ameristate Loan | (86,755) | - | |
Net cash from financing activities | 34,716,895 | 24,496,163 | |
Effect of changes in exchange rates on cash and cash equivalents | - | (42,229) | |
Net change in cash, cash equivalents and restricted cash | 6,378,755 | 282,978 | |
Cash, cash equivalents and restricted cash, beginning of year | 1,238,198 | 955,220 | |
Cash, cash equivalents and restricted cash, end of year | |||
Reconciliation of Net Loss Attributable to Common Stockholders (GAAP) to Adjusted Net Loss Attributable to Common Stockholders (NON-GAAP)
Adjusted net loss attributable to common stockholders is a non-GAAP financial measure which excludes certain items that are included in net loss attributable to common stockholders, the most directly comparable GAAP financial measure. Items excluded are those which the Company believes affect the comparability of operating results and are typically excluded from published estimates by the investment community, including items whose timing and/or amount cannot be reasonably estimated or are non-recurring.
Adjusted net loss attributable to common stockholders is presented because management believes it provides useful additional information to investors for analysis of the Company's fundamental business on a recurring basis. In addition, management believes that adjusted net loss attributable to common stockholders is widely used by professional research analysts and others in the valuation, comparison, and investment recommendations of companies such as Nauticus.
Adjusted net loss attributable to common stockholders should not be considered in isolation or as a substitute for net loss attributable to common stockholders or any other measure of a company's financial performance or profitability presented in accordance with GAAP. A reconciliation of the differences between net loss attributable to common stockholders and adjusted net loss attributable to common stockholders is presented below. Because adjusted net loss attributable to common stockholders excludes some, but not all, items that affect net loss attributable to common stockholders and may vary among companies, our calculation of adjusted net loss attributable to common stockholders may not be comparable to similarly titled measures of other companies.
Three Months Ended | Twelve Months Ended | ||||||||
Net loss attributable to common stockholders (GAAP) | |||||||||
Loss on extinguishment of debt | 6,371,971 | 48,870,991 | - | 6,371,971 | 127,605,940 | ||||
Change in fair value of warrant liabilities | (24,894) | (211,181) | (103,607) | (170,632) | (13,559,010) | ||||
Change in fair value of New Convertible Debentures | - | 28,123,852 | - | - | (7,989,948) | ||||
Change in fair value of | 2,119,726 | 435,864 | (407,938) | 2,247,848 | 435,864 | ||||
Preferred stock dividend | 1,006,000 | - | - | 1,006,000 | - | ||||
Deemed dividends for Series A and B Convertible Preferred Stock | 24,559,650 | - | 3,427,706 | 27,987,356 | - | ||||
Stock-based compensation | 328,315 | 430,550 | 398,225 | 1,296,555 | 2,303,054 | ||||
Adjusted net loss attributable to common stockholders (non-GAAP) | |||||||||
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