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Terra Innovatum reports three board exits, new directors

The new board slate includes three independent directors, with Tony Tullio assigned interim Audit Committee chair duties.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Terra Innovatum Global N.V. disclosed three board departures effective September 17, 2026: Rex Jackson and Michael Howard resigned, and Peter Hastings resigned after agreeing to transition to a consulting role. Hastings is expected to support the company’s ongoing commercialization efforts and related strategic initiatives.

On September 22, 2026, Tony Tullio, Michael Modro and Kostadin Ivanov were appointed independent directors. Tullio was also appointed interim chairman of the Board’s Audit Committee and a member of its Remuneration Committee. The departing and incoming directors are expected to enter into indemnification agreements substantially consistent with the filed form.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Board departures 3 directors Effective September 17, 2026
Departure effective date September 17, 2026 Rex Jackson, Michael Howard and Peter Hastings
Independent director appointments 3 directors Appointed September 22, 2026
Appointment date September 22, 2026 Tony Tullio, Michael Modro and Kostadin Ivanov
independent directors regulatory
"appointed ... as new independent directors to the Board"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.
interim chairman regulatory
"appointed to serve as interim chairman of the Board’s Audit Committee"
indemnification agreement regulatory
"expected to enter into an indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Remuneration Committee regulatory
"as a member of the Board’s Remuneration Committee"
A remuneration committee is a group of independent board members who design, approve and oversee pay packages for a company’s executives and directors. Think of them as the household budget planners for top management: they decide salaries, bonuses and stock awards so pay rewards performance and limits excessive risk. For investors, their role matters because compensation policies affect management incentives, business strategy and the long‑term value shareholders receive.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Which NKLR directors resigned, and when?

Rex Jackson, Michael Howard and Peter Hastings resigned from Terra Innovatum Global N.V.’s board effective September 17, 2026.

Who joined the NKLR board?

Tony Tullio, Michael Modro and Kostadin Ivanov were appointed as independent directors on September 22, 2026.

What role is Peter Hastings expected to take after leaving the NKLR board?

Hastings agreed to transition to a consulting role with the company and is expected to support its ongoing commercialization efforts and related strategic initiatives.

What committee roles did Tony Tullio receive at Terra Innovatum Global?

Tullio was appointed interim chairman of the Board’s Audit Committee and a member of the Board’s Remuneration Committee.

Did the new NKLR directors have disclosed relationships or interests?

The company stated there were no arrangements or understandings with other persons for the directors’ selection, no direct or indirect material interest in a transaction required to be disclosed, and no family relationships with another director or executive officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0002067627 00-0000000 0002067627 2026-09-17 2026-09-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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

 

September 17, 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   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)

 

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

 

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

 

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b) On September 17, 2026, Rex Jackson and Michael Howard notified Terra Innovatum Global N.V. (the “Company”) of their respective resignations from the board of directors of the Company (the “Board”), effective as of such date.

 

Also on September 17, 2026, Peter Hastings (together with Mr. Jackson and Mr. Howard, the “Resigning Directors”) agreed to transition from his role as a director to a consulting role with the Company, in which he is expected to support the Company’s ongoing commercialization efforts and related strategic initiatives. In connection with this transition, Mr. Hastings resigned from the Board, effective as of such date.

 

The Company appreciates the Resigning Directors’ service and contributions during their tenure on the Board.

 

(d) In connection with the foregoing changes to the composition of the Board, on September 22, 2026 the Company appointed Tony Tullio, Michael Modro and Kostadin Ivanov (collectively, the “Independent Directors”) as new independent directors to the Board. Mr. Tullio was also appointed to serve as interim chairman of the Board’s Audit Committee and as a member of the Board’s Remuneration Committee.

 

There is no arrangement or understanding between the Independent Directors and any other persons pursuant to which the Independent Directors were selected as directors and they have no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between the Independent Directors and any other director or executive officer of the Company.

 

Each of the Resigning Directors and Independent Directors are expected to enter into an indemnification agreement with the Company substantially consistent with the form of indemnification agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed as part of, or incorporated by reference into, this Report.

 

10.1   Form of Indemnification Agreement
104*   Cover Page Interactive Data File (formatted as Inline XBRL)

 

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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: September 22, 2026    
     
  TERRA INNOVATUM GLOBAL N.V.
     
  By: /s/ Alessandro Petruzzi
  Name: Alessandro Petruzzi
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

4 documents

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