Terra Innovatum Global N.V. 8-K/A

What Happened
Terra Innovatum Global N.V. filed an 8-K on January 7, 2026 reporting that its Remuneration Committee approved directorship agreements on December 17, 2025 with three executive directors: Alessandro Petruzzi (CEO), Massimo Morichi (Chief Strategy Officer) and Cesare Frepoli (Chief Operating Officer). The agreements set fixed compensation for 2025 (paid pro rata for months served) and fixed annual salaries for 2026, plus eligibility for performance bonuses under separate agreements. The agreements run for one year through the 2026 annual general meeting and include customary non-disparagement and 12-month non-solicitation provisions. The filing also reports that, on December 22, 2025, the company approved bonus and other one-time payments at its wholly owned subsidiary Terra Innovatum s.r.l. in recognition of the successful business combination and Nasdaq listing.

Key Details

• 2025 fixed (pro rata): CEO Alessandro Petruzzi EUR 500,000; Massimo Morichi EUR 400,000; Cesare Frepoli EUR 450,000.
• 2026 fixed (paid monthly): Petruzzi EUR 558,000; Morichi EUR 450,000; Frepoli listed as EUR 5,000,000 in the filing (as stated).
• Change-in-control severance: if terminated by the company without just cause or by the manager for good reason in connection with a change in control, each manager would receive a lump sum equal to 18 months of fixed compensation plus the target bonus (assumed at 100% achievement), a pro-rated bonus for the year-to-date, 18 months of continued healthcare, outplacement benefits and accelerated or continued vesting of equity awards.
• Subsidiary bonuses approved (Terra Innovatum s.r.l., Dec 22, 2025): Alessandro Petruzzi EUR 130,374; Marco Cherubini EUR 116,832; Cesare Frepoli EUR 116,832; Massimo Morichi EUR 105,144; Guillaume Moyen $100,002; Morichi Atelier LLC (Giordano Morichi) $131,400. Additional payments: Petruzzi €75,000; Cherubini €75,000; Frepoli €47,700.

Why It Matters
These agreements formalize executive pay and termination protections following the company’s business combination and Nasdaq listing, increasing fixed annual pay for 2026 compared with 2025 and establishing potentially material severance obligations in a change-of-control scenario. The approved subsidiary bonuses and one-time payments represent immediate cash items that investors may consider when assessing near-term cash flow and compensation-related expenses. The agreements also address IP ownership and restrict post-termination solicitation, which affect governance and operational control.