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Nasdaq warns Terra Global (NASDAQ: NKLR) over late 2025 Form 10-K

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Terra Global N.V. reported that Nasdaq has issued a deficiency notice because the company did not timely file its Annual Report on Form 10-K for the year ended December 31, 2025. This means the company is currently out of compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely periodic filings.

The notice does not immediately affect trading of Terra Global’s ordinary shares on the Nasdaq Global Select Market. Terra Global has 60 calendar days, until June 15, 2026, to submit a compliance plan. If Nasdaq accepts the plan, the company could receive up to 180 calendar days from the extended Form 10-K due date, or until October 12, 2026, to regain compliance, and it states that it intends to do so as soon as practicable.

Positive

  • None.

Negative

  • Nasdaq listing deficiency: Terra Global N.V. is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file the Form 10-K for the year ended December 31, 2025, creating a formal risk to its continued Nasdaq Global Select Market listing if not remedied.

Insights

Late 10-K triggers Nasdaq deficiency notice but no immediate delisting.

Terra Global N.V. has fallen out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10-K for the year ended December 31, 2025. This triggers a formal process but leaves the listing intact for now.

Under Nasdaq rules, the company has until June 15, 2026 to present a plan to regain compliance. If Nasdaq accepts this plan, it may extend the deadline for filing the delayed 10-K by up to 180 days from the extended due date, potentially to October 12, 2026. Actual outcomes depend on timely filing and Nasdaq’s acceptance of the company’s plan.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Missed filing Form 10-K for year ended December 31, 2025 Basis for Nasdaq Listing Rule 5250(c)(1) deficiency
Plan deadline June 15, 2026 60 calendar days to submit compliance plan
Maximum compliance extension October 12, 2026 Up to 180 days from extended 2025 Form 10-K due date
Listing market Nasdaq Global Select Market Current listing venue for ordinary shares
Nasdaq Listing Rule 5250(c)(1) regulatory
"it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
Nasdaq Global Select Market market
"as required for continued listing on The Nasdaq Global Select Market"
A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.
deficiency letter regulatory
"received an expected deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department"
Annual Report on Form 10-K financial
"its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"
An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.
Rule 12b-25 regulatory
"from the due date of the filing of the 2025 Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Act of 1933"
Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

April 16, 2026

Date of Report (Date of earliest event reported)

 

TERRA INNOVATUM GLOBAL N.V.
(Exact Name of Registrant as Specified in its Charter)

 

The Netherlands   001-42901   N/A
(State or other jurisdiction   (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

Via Matteo Trenta 117, Lucca, Italy   55100 LU
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +39 0583 55797

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Ordinary Shares, par value of €0.01 per share   NKLR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 16, 2026, Terra Innovatum Global N.V. (the “Company”) received an expected deficiency letter (the “Notice”) from the Nasdaq Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), as required for continued listing on The Nasdaq Global Select Market.

 

The Notice has no immediate effect on the listing or trading of the Company's common stock on Nasdaq Global Select Market. In accordance with Nasdaq’s listing rules, the Company has 60 calendar days, or until June 15, 2026, to submit a plan to regain compliance with respect to the filing requirement. If the Company submits a plan to Nasdaq and Nasdaq accepts the plan, Nasdaq can grant an exception of up to 180 calendar days from the due date of the filing of the 2025 Form 10-K (as extended pursuant to Rule 12b-25 under the Securities Act of 1933, as amended (the “Securities Act”)), or until October 12, 2026, to regain compliance.

 

The Company intends to regain compliance with Nasdaq’s listing rules as soon as practicable.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: April 17, 2026    
     
  TERRA INNOVATUM GLOBAL N.V.
     
  By: /s/ Alessandro Petruzzi
  Name:  Alessandro Petruzzi
  Title: Chief Executive Officer

 

2

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Terra Global N.V. (NKLR) receive a Nasdaq deficiency notice?

Terra Global N.V. received a Nasdaq deficiency notice because it failed to timely file its Annual Report on Form 10-K for the year ended December 31, 2025. This violates Nasdaq Listing Rule 5250(c)(1), which requires companies to submit required periodic reports on time to maintain listing compliance.

Does the Nasdaq deficiency notice immediately affect Terra Global (NKLR) trading?

The deficiency notice has no immediate effect on the listing or trading of Terra Global’s ordinary shares on the Nasdaq Global Select Market. The company remains listed while it works to resolve the filing delay and navigate Nasdaq’s compliance timetable and review process.

How long does Terra Global N.V. have to regain Nasdaq compliance?

Terra Global N.V. has 60 calendar days, until June 15, 2026, to submit a plan to regain compliance. If Nasdaq accepts this plan, it may grant up to 180 calendar days from the extended Form 10-K due date, potentially until October 12, 2026, to fully regain compliance.

What specific rule is Terra Global (NKLR) violating with its late 10-K filing?

The late Form 10-K filing places Terra Global out of compliance with Nasdaq Listing Rule 5250(c)(1). This rule requires timely submission of periodic financial reports, such as annual reports on Form 10-K, as a condition for continued listing on the Nasdaq Global Select Market.

What filing did Terra Global N.V. miss that led to the Nasdaq notice?

Terra Global N.V. did not timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This missed deadline triggered Nasdaq’s deficiency notice and started a formal compliance timeline for the company to submit the overdue report.

What does Terra Global N.V. say about regaining Nasdaq compliance?

Terra Global N.V. states that it intends to regain compliance with Nasdaq’s listing rules as soon as practicable. The company plans to use the available timeline to prepare a compliance plan and complete the delayed Form 10-K filing for review by Nasdaq.

Filing Exhibits & Attachments

3 documents

Other Documents