NKLR 8-K/A filed 2026 · insiderdelta

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

Directorship Agreements

On December 17, 2025, the Remuneration Committee
of the Board of Directors of Terra Innovatum Global N.V. (the “Registrant”) approved Directorship Agreements (the “Agreements”)
to be entered into between the Registrant and each of Alessandro Petruzzi, Massimo Morichi and Cesare Frepoli (each a “Manager”
and collectively, the “Managers”).

The Agreements set out certain terms by which
the Managers are compensated as officers and executive directors of the Registrant. With the exception of the specific office being held
and the compensation, the Agreements are identical.

Office; Fixed Compensation. Mr.
Petruzzi serves as an executive director and chief executive officer for which he will receive fixed annual compensation for financial
year 2025 of EUR 500,000 to be received pro rata for months of actual service. For financial year 2026, Mr. Petruzzi will receive fixed
compensation of EUR 558,000 payable in 12 monthly payments. Mr. Morichi serves as an executive director and Chief Strategy Officer for
which he will receive fixed annual compensation for financial year 2025 of EUR 400,000 to be received pro rata for months of actual service.
For financial year 2026, Mr. Morichi will receive fixed compensation of EUR 450,000 payable in 12 monthly payments. Mr. Frepoli serves
as an executive director and Chief Operating Officer for which he will receive fixed annual compensation for financial year 2025 of EUR
450,000 to be received pro rata for months of actual service. For financial year 2026, Mr. Frepoli will receive fixed compensation of
EUR 500,000 payable in 12 monthly payments.

Bonus. Each of Mr. Petruzzi, Mr.
Morichi and Mr. Frepoli will be entitled to receive a bonus based upon the achievement of certain criteria to be set forth in a separate
agreement.

Term. Each of the Agreements provides
for a one-year term ending after the close of the annual general meeting of the Registrant to be held in 2026, subject to annual renewals
year to year. Notwithstanding the foregoing, in the event of the termination of service of the Manager as set forth in the Agreement,
the Agreement would also be terminated. The Agreements may also be terminated by mutual written consent of the Registrant and the Managers.
The Registrant may also terminate the Agreements for just cause of removal and the Manager may terminate the Agreement for just cause
of resignation as such terms are defined in the Agreements.

Change in Control. If the term of
office is terminated by the Registrant without a just cause of removal or by a Manager for a just cause of resignation, each in connection
with a change in control, the Manager would be entitled to a lump sum payment equal to 18 months of fixed compensation plus the target
bonus, calculated as if 100% of the target objectives have been achieved, together with a pro-rated bonus accrued for the months of actual
service performed during the year of termination, continued healthcare coverage for 18 months and certain outplacement benefits. Any awards
under any equity plan that are subject to a vesting schedule will either continue to vest or the vesting schedule will be accelerated
depending upon the terms of the underlying award agreements.

Intellectual Property. The Registrant
will be the exclusive owner of any intellectual property originated solely by the Manager or jointly with others while serving in the
office.

Non-Disparagement; Non-Solicitation .
Each of the Agreements contains customary non disparagement provisions as well as non solicitation restrictions for a period of 12 months
following termination.

The foregoing is only a brief summary of the terms
of the Agreements and is qualified in its entirety by reference to the Agreements which are filed as Exhibits 10.1, 10.2 and 10.3 respectively
and incorporated herein by reference.

Compensation at the Subsidiary Level

On December 22, 2025, the Remuneration Committee
of the Registrant approved certain payments to be made to certain officers of Terra Innovatum s.r.l., the wholly-owned subsidiary of the
Registrant. These payments were approved by the Registrant as the sole shareholder of the subsidiary. In recognition of the successful
business combination and listing of the Registrant’s ordinary shares on Nasdaq, the following bonus payments were approved:

Name

Bonus Payment

Mr. Alessandro Petruzzi

EUR

130,374.00

Mr. Marco Cherubini

EUR

116,832.00

Mr. Cesare Frepoli

EUR

116,832.00

Mr. Massimo Morichi

EUR

105,144.00

Mr. Guillaume Moyen

100,002.00

Morichi Atelier LLC (Giordano Morichi)

131,400.00

In addition, it was also approved to pay certain
additional payments as follows:

Name

Amount

Mr. Alessandro Petruzzi

€

75,000

Mr. Marco Cherubini

€

75,000

Mr. Cesare Frepoli

€

47,700

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

Item 5.02 - Departure/Election of Directors or Certain Officers

Item 9.01 - Financial Statements and Exhibits