Natuzzi (NYSE: NTZ) defers capital measures and confirms non‑executive director

Rhea-AI Filing Summary

Natuzzi S.p.A. reported that its ordinary shareholders’ meeting, held on February 16, 2026, chose to postpone a decision on possible share capital reduction under Article 2446 of the Italian Civil Code. This decision is tied to losses recorded in the unaudited financial statements for the first nine months and third quarter ended September 30, 2025.

The meeting also ratified the prior co-optation of Pietro Labriola as a non‑executive director; he will serve until approval of the financial statements as of December 31, 2026. In addition, shareholders postponed a decision on increasing the number of board members and related matters.

Insights

Cross-border equity and governance analyst

Natuzzi delays capital decision tied to losses and finalizes a board appointment.

Natuzzi explains that shareholders deferred a potential share capital reduction under Article 2446, which applies when accumulated losses significantly erode capital. The decision is moved to the meeting that will approve the financial statements for the year ended December 31, 2025.

This links any structural capital measures to fully audited annual figures rather than interim unaudited results for the period ended September 30, 2025. The filing does not detail specific amounts or actions, only that losses triggered the Article 2446 framework.

Shareholders also ratified Pietro Labriola as a non‑executive director, with his term running until approval of the December 31, 2026 financial statements, and postponed a vote on potentially increasing board size. Subsequent annual reporting will show whether further capital measures are implemented.

Securities and Exchange Commission
Washington, D.C. 20549

Form 6-K

Report of Foreign Issuer
Pursuant To Rule 13a-16 Or 15d-16
Of The
Securities Exchange Act of 1934

For the month of FEBRUARY 2026	Commission File Number 1-11854
NATUZZI S.p.A.
(Translation of registrant’s name into English)
Via Iazzitiello 47 70029 Santeramo, Italy
(Address of principal office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ⊠ Form 40-F □

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes □ No ⊠

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

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ORDINARY SHAREHOLDERS’ MEETING OF NATUZZI S.P.A.

―Resolution of appropriate measures pursuant to Article 2446 of the Italian Civil Code

―Ratification of the appointment of non-executive director

Santeramo in Colle, Bari, Italy – February 17, 2026 – Natuzzi S.p.A. (NYSE: NTZ) (“Natuzzi” or the “Company”) today announced that its ordinary shareholders’ meeting (the “Shareholders’ Meeting”), convened on second call, was held on February 16, 2026.

The Shareholders’ Meeting resolved to postpone the decision regarding the reduction of the Company’s share capital pursuant to Article 2446 of the Italian Civil Code, following the losses recorded in the Company’s unaudited financial statements for the first nine months and the third quarter ended September 30, 2025, to the shareholders’ meeting that will be called to approve the Company’s financial statements for the year ended December 31, 2025.

The Shareholders’ Meeting also ratified the appointment of Mr. Pietro Labriola as non‑executive Director. Mr. Labriola had been previously appointed by co‑optation pursuant to Article 2386 of the Italian Civil Code, effective August 6, 2025, following a resolution of the board of directors adopted on July 29, 2025. Mr. Labriola will remain in office until the expiration of the term of the current board of directors, which will occur upon approval of the Company’s financial statements as of December 31, 2026.

The Shareholders’ Meeting resolved to postpone the decision on the third item of the agenda (Increase in the number of members of the Board of Directors and related and consequential resolutions).

____________________________________________________________________________________

About Natuzzi S.p.A.

Founded in 1959 by Pasquale Natuzzi, Natuzzi S.p.A. is one of the most renowned brands in the production and distribution of design and luxury furniture. As of December 31, 2025, Natuzzi distributes its collections worldwide through a global retail network of 565 monobrand stores, 487 Natuzzi galleries, along with more than 550 curated placements in larger, multi-brand environments. Natuzzi products embed the finest spirit of Italian design and the unique craftmanship details of the “Made in Italy”, where a predominant part of its production takes place. Natuzzi has been listed on the New York Stock Exchange since May 13, 1993. Committed to social responsibility and environmental sustainability, Natuzzi S.p.A. is ISO 9001 and 14001 certified (Quality and Environment), ISO 45001 certified (Safety on the Workplace) and FSC® Chain of Custody, CoC (FSC-C131540).

Contacts:

Natuzzi Investor Relations

Piero Direnzo | tel. +39 080-8820-812 | pdirenzo@natuzzi.com

Natuzzi Corporate Communication

Giancarlo Renna (Communication Manager) | tel. +39. 342.3412261 | grenna@natuzzi.com

Barbara Colapinto | tel. +39 331 6654275 | bcolapinto@natuzzi.com

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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 thereunto duly authorized.

		NATUZZI S.p.A.
		(Registrant)
Date:	February 17, 2026	By:	/s/ Pasquale Natuzzi
			Pasquale Natuzzi

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FAQ

What did Natuzzi S.p.A. (NTZ) shareholders decide about potential share capital reduction?

Shareholders decided to postpone any decision on reducing share capital under Article 2446 of the Italian Civil Code. They moved this decision to the meeting that will approve the 2025 annual financial statements, tying structural actions to full-year audited results.

Why is Article 2446 of the Italian Civil Code relevant to Natuzzi S.p.A. (NTZ)?

Article 2446 becomes relevant when a company’s losses significantly affect share capital. Natuzzi stated that losses in its unaudited financial statements for the first nine months and third quarter ended September 30, 2025 triggered this framework, prompting consideration of appropriate measures, including possible capital reduction.

What board changes did Natuzzi S.p.A. (NTZ) shareholders approve at the February 16, 2026 meeting?

Shareholders ratified the appointment of Pietro Labriola as a non‑executive director. He had been previously appointed by co‑optation effective August 6, 2025 and will remain on the board until approval of Natuzzi’s December 31, 2026 financial statements.

How long will Natuzzi S.p.A. (NTZ) director Pietro Labriola remain in office?

Pietro Labriola will serve as a non‑executive director until the term of the current board expires. This occurs upon approval of Natuzzi’s financial statements as of December 31, 2026, aligning his mandate with the existing board’s duration.

Did Natuzzi S.p.A. (NTZ) change the size of its Board of Directors at this meeting?

No, shareholders postponed the decision on increasing the number of board members and related resolutions. The third agenda item dealing with a possible board size increase was not approved or rejected, but deferred for consideration at a later time.

What financial period’s results are linked to Natuzzi S.p.A. (NTZ) capital considerations?

The capital considerations under Article 2446 are linked to losses recorded in Natuzzi’s unaudited financial statements for the first nine months and the third quarter ended September 30, 2025, as referenced in the shareholders’ meeting decisions.