Nauticus Robotics, Inc.

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.