Form 8-K

8-K — Terra Innovatum Global N.V.

Accession: 0001213900-26-102280

Filed: 2026-09-23

Period: 2026-09-17

CIK: 0002067627

SIC: 3443 (FABRICATED PLATE WORK (BOILER SHOPS))

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

Item: Financial Statements and Exhibits

Documents

8-K — ea0306184-8k_terra.htm (Primary)

EX-10.1 — FORM OF INDEMNIFICATION AGREEMENT (ea030618401ex10-1.htm)

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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

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.

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)

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

EX-10.1 — FORM OF INDEMNIFICATION AGREEMENT

EX-10.1

Filename: ea030618401ex10-1.htm · Sequence: 2

Exhibit

10.1

INDEMNITY

AGREEMENT

DATED

[ ● ]

between

TERRA

INNOVATUM GLOBAL N.V.

and

[

● ]

Director’s indemnity agreement 1

This

indemnity agreement (the Agreement) is entered into by and between:

(1) Terra

Innovatum Global N.V., a public limited liability (naamloze vennootschap)

company under Dutch law, registered with the Dutch trade register under number 98523554 (the

Company); and

(2) [ ● ],

born on [●date], residing at [●address] (the Director).

this Agreement the Company and the Director are collectively referred to as the Parties and each a Party.

WHEREAS:

(A) The

Director is a non-executive director of the Company; and

(B) The

Company has agreed to indemnify (schadeloosstellen) the Director in respect of certain

liabilities, subject to, and in accordance with, the terms and conditions set out in this

Agreement.

THE

PARTIES HAVE AGREED AS FOLLOWS:

1 Definitions

and interpretation

1.1 In

this Agreement, except to the extent the context requires otherwise, the following terms

shall have the following meanings:

Awards

all

judgments, decrees, orders, decisions, penalties, settlements, compensations and any (other) financial effects or outcomes of or

related to any Claim and/or any (other) order by a Court and/or a Regulatory Authority in relation to the Director’s Position,

that is final and binding and is no longer open to an ordinary legal remedy or appeal;

Business

Day

day (other than a Saturday, a Sunday or a public holiday) on which banks are open for business in the Netherlands and New York, United

States of America, other than for internet banking services only;

Claim

each

and any past, pending or future, potential or actual claim, action and proceeding, suit or investigation of any nature in relation

to the Director’s Position, whether instigated, imposed or incurred under the laws of the Netherlands or the law of any other

jurisdiction;

Director’s indemnity agreement 2

Costs

and Expenses

all

reasonably incurred legal costs (including attorneys’ fees) and all other costs, fees, charges and expenses and any other amounts

paid by the Director:

(a)

in defending against any Claims and appealing or bringing

other legal remedies against any Awards (as applicable) including, where it concerns Claims brought by, or at the request of the

Company; and

(b)

in defending himself in any investigation into the affairs

of the Company by any Court or Regulatory Authority or against any action or conservatory measure ordered, proposed and/or to be

taken by any such Court or Regulatory Authority.

Unless otherwise ordered by a Court, all

Costs and Expenses shall be deemed reasonably incurred.

Court

any

national or international court (gerecht), tribunal, or other judicial body of competent jurisdiction;

Director’s

Position

the

position as a non-executive director of the Company and any other position assumed by the Director from time to time at the direction

of the Company within the Company, its Group Companies or any other company, legal entity or (company) body;

D&O

Insurance

directors’

and officers’ liability insurance;

Effective

Date

the

date of this Agreement;

Exposure

Event

has

the meaning given thereto in Clause 3.1;

Indemnity

has

the meaning given thereto in Clause 2.1;

Indemnity

Payment

any

payment pursuant to the Indemnity, whether made to the Director, on behalf of the Director or (otherwise) for the benefit of the

Director;

Losses

any

losses, damages, penalties, liabilities, compensation or other awards, actually or reasonably incurred by the Director in connection

with any Awards or Claims;

Payment

by Director

has

the meaning given thereto in Clause 4.1;

Regulatory

Authority

any

international, supranational, European Union, national, federal, regional, provincial, municipal or (other) local body, entity or

authority exercising a legislative, judicial, executive, regulatory, arbitrational, administrative or governmental function.

Director’s indemnity agreement 3

1.2 In

this Agreement:

(a) references

to Clauses shall be deemed to refer to clauses of this Agreement, unless the contrary is

apparent;

(b) the

singular includes the plural and vice versa, and each gender includes the other genders;

words “include”, “includes” and “including” shall be

deemed to be followed by the phrase “without limitation”;

(d) a

reference to a person includes any natural person, corporate body, Regulatory Authority or

any other entity, whether or not having separate legal personality;

(e) headings

and titles are inserted for convenience only and are to be ignored in the interpretation

of this Agreement; and

(f) English

terms to which a translation in the Dutch language has been added in italics shall be interpreted

in accordance with the Dutch translation, disregarding the English term to which the Dutch

translation relates. References to any Dutch legal term or concept shall in any jurisdiction

other than the Netherlands be construed as a reference to the term or concept which most

closely corresponds to it in that jurisdiction.

2 Indemnity

2.1 Subject

to the remaining provisions of this Agreement, the Company shall in the event of a Claim

fully indemnify and hold the Director harmless (vrijwaren) to the fullest extent permitted

by law in respect of any Losses and Costs and Expenses arising out of, or in connection with,

the actual or purported exercise of, or failure to exercise, any of the Director’s

powers, duties or responsibilities associated with the Director’s Position, all of

the foregoing subject to Clause 2.2 and the carve-outs set out in Clause 2.3, and in each

case excluding any amount paid or advanced to or for the benefit of the Director:

(a) under

D&O Insurance or any other insurance cover; or

(b) by

any other party in respect of the matter giving rise to the relevant liability,

and

the indemnity so given: Indemnity.

Director’s indemnity agreement 4

2.2 The

Indemnity shall only apply if, in relation to the relevant circumstances, the Director acted

in good faith and in a manner the Director reasonably believed to be in or not opposed to

the best interest of the Company, or out of his mandate.

2.3 The

Indemnity shall not (directly or indirectly) provide any indemnity against any Losses and

Costs and Expenses:

(a) incurred

by the Director in connection with:

(i) any

fraud (bedrog), wilful misconduct (opzet) or intentional recklessness (bewuste

roekeloosheid) on the part of that Director, or any conduct of that Director that is

seriously culpable (ernstig verwijtbaar handelen), if and to the extent established

in an Award that is final and binding and is no longer open to an appeal or (other) ordinary

legal remedy; and/or

(ii) civil

proceedings brought by the Company or any of its Group Companies in which an Award is rendered

against the Director that is final and binding and is no longer open to an ordinary legal

remedy or appeal; and

(iii) proceedings

related to criminal charges against the Director, except if and insofar the Director is acquitted

and/or any such criminal charges against that Director are dismissed in an Award that is

final and binding and is no longer open to an ordinary legal remedy or appeal and/or such

proceedings are settled with the prior consent of the Company; and/or

(b) if

and to the extent resulting from any liability of the Director to the Company; and/or

and to the extent attributable to a failure by the Director to comply with Clause 3.

3 Procedure

of claims

3.1 If

the Director becomes aware of any Claim, Award or other circumstances which may lead to the

Company being requested to make a payment or advance funds under this Agreement (Exposure

Event), the Director shall:

(a) as

soon as reasonably practicable, give written notice of the occurrence of such Exposure Event

to the Company; and

(b) keep

the Company informed of any developments in relation to such Exposure Event (including by

providing the Company with such information and copies of such documents as the Company may

reasonably request) and consult the Company regarding the conduct of any Claim and/or course

of action in relation to such Exposure Event.

3.2 If

the Director becomes aware of any proceeding being initiated or announced in relation to

an Exposure Event, the Director shall promptly (and in any event within 10 Business Days)

notify the Company of such proceedings and as soon as reasonably practicable following his

service or receipt, provide the Company with a copy of each document served on or received

by the Director.

Director’s indemnity agreement 5

3.3 The

Director shall:

(a) take

all such action as the Company may reasonably request to avoid, dispute, resist, appeal or

defend against any Claim and/or to seek recourse or compensation for, and/or otherwise recover,

any Losses and Costs and Expenses from any other party (including D&O Insurance);

(b) shall

not make any admission of liability or guilt nor enter into any agreement or compromise with

any person in relation to any Claim without the prior written consent of the Company, such

consent not to be unreasonably withheld;

from bringing any defence or argument, or making any statement, that is reasonably likely

to increase exposure of the Director and/or the Company in terms of monetary liability, market

reputation, procedural position or otherwise, without the prior written consent of the Company,

such consent not to be unreasonably withheld;

(d) assist

the Company as it may reasonably require in resisting, defending or settling the Claim; and

(e) provide

to the Company such information about the nature and amount of Losses and Costs and Expenses

incurred by the Director in respect of a Claim or Award as the Company may reasonably request

from time to time.

4 Payment

4.1 In

the event any payment is made or to be made by the Director in respect of any Losses or Costs

and Expenses to which this Agreement applies (Payment by Director), the Director shall

make a claim or demand for payment of the relevant amount in writing to the Company supported

by:

(a) documentation

which, in the reasonable opinion of the Company, is satisfactory evidence that the relevant

Payment by Director has been suffered or incurred by the Director; and

(b) an

undertaking by the Director to repay the relevant amount if it is established afterwards

that the Indemnity does not apply to all or part of the relevant Loss and/or Costs and Expenses.

Director’s indemnity agreement 6

4.2 If

the Company (acting reasonably) is satisfied that the relevant Payment by Director has been

suffered or incurred by the Director, the Company shall pay the relevant amount to the Director

or, if applicable, the party that made the Payment by Director on behalf of the Director,

or the relevant party/parties to which the Payment by Director is owed, within 30 Business

Days of the receipt of the evidence and undertaking referred to in Clause 4.1. Any failure

by the Director to comply with the provisions of Clause 3, Clause 4 or Clause 6.2 shall:

(i) not

entitle the Company to suspend or delay any payment under the Indemnity (provided the undertaking

referred to in Clause 4.1 has been provided by the Director); and

(ii) not

relieve the Company of any obligations under this Agreement, provided, however, that if such

failure has a material adverse effect on the Company, the Indemnity shall not apply to any

Losses or Costs and Expenses or part thereof that are attributable to that failure.

4.3 If

the Director is not entitled to be indemnified by the Company pursuant to the Indemnity,

any payment made or funds advanced by the Company in respect of any Losses and/or Costs and

Expenses shall be repaid by the Director.

5 D&O

Insurance

5.1 The

Company shall procure that D&O Insurance is purchased and (on a best effort basis) maintained

by it to insure the Director as non-executive director of the Company during the period that

the Director holds any Director’s Position and for a period of three years thereafter.

5.2 The

Company shall not be in breach of its obligations under this Clause 5 if its inability to

purchase and maintain D&O Insurance to insure the Director is attributable to (i) a failure

by the Director to comply with the Director’s obligations to the insurers or (ii) any

failure by the Company to meet or comply with any condition of the coverage of the D&O

Insurance, is attributable to any act or failure to act of the Director.

5.3 The

Company shall provide, at the Director’s request, a copy, or a summary of the terms,

of any D&O Insurance that provides coverage to the Director, to the extent it relates

to the Director and the Director’s Position.

5.4 In

the event that the Director has a right to make a claim under the D&O Insurance, the

Director shall claim first under the provisions of the D&O Insurance, with the proviso,

however, that if and to the extent that the Director is not fully protected under the provisions

of the D&O Insurance, then the Director shall be entitled to bring a claim under this

Agreement simultaneously (for the deficit).

5.5 Nothing

in this Agreement modifies or limits any obligation of the Director under the terms of any

applicable D&O Insurance maintained by the Company or any Group Company from time to

time. Furthermore, the terms of this Agreement shall not negate any obligation that the Director

might have to assist the Company in complying with any obligations it may have under the

terms of the D&O Insurance and the Director shall not take, or fail to timely take, any

action which may prejudice the ability of the Company to recover under any D&O Insurance.

6 Subrogation

6.1 If

the Company makes any payment under this Agreement, it shall be subrogated to the extent

of such payment to any right the Director has for recovery of the amounts so paid from any

other person, provided that the management board of the Company, acting reasonably, duly

considers and has proper regard to the personal and professional reputation of the Director

when deciding whether or not to exercise such right of recovery.

6.2 By

accepting the terms of this Agreement, the Director agrees to execute all documents and do

all acts reasonably required by the Company to permit the Company to exercise and enforce

its rights pursuant to Clause 6.

Director’s indemnity agreement 7

7 Miscellaneous

7.1 This

Agreement constitutes the entire agreement between the Parties relating to the subject matter

hereof and shall supersede all prior agreements, arrangements and communications among Parties,

whether oral or written, with respect to the subject matter of this Agreement.

7.2 This

Agreement may be amended or supplemented only by written agreement signed by duly authorized

representatives of the Parties. This requirement can only be waived in writing.

7.3 The

Company shall bear the costs and expenses in connection with the negotiation, preparation

and execution of this Agreement.

7.4 To

the extent permitted under the applicable law, the Parties herewith renounce their rights

to terminate (beëindigen), rescind (ontbinden), nullify (vernietigen)

or demand in legal proceedings the termination (beëindiging), rescission (ontbinding),

the nullification (vernietiging) or the modification (wijziging), in whole

or in part, of this Agreement on whatever grounds and for whatever reason, including termination

or rescission based on Sections 6:265, 6:228, and/or 6:258 et seq. of the Dutch Civil Code.

7.5 No

Party may assign any or all of its rights and obligations under this Agreement without the

prior written approval of the other Party. This provision has property-law effect as set

forth in Section 3:83 paragraph 2 of the Dutch Civil Code.

7.6 Neither

Party’s failure to exercise any of its rights hereunder shall constitute a waiver of

such rights or in any other way prejudice such rights.

7.7 The

invalidity or unenforceability of any part of this Agreement shall not affect the validity

or enforceability of the remainder of this Agreement. The Parties shall negotiate in good

faith to agree upon a new provision, which shall reflect their original intent as much as

possible.

7.8 This

Agreement may be executed in any number of counterparts, all of which taken together shall

constitute one and the same agreement. Each Party may enter into this Agreement by executing

a counterpart.

8 governing

law and jurisdiction

8.1 This

Agreement shall be governed by and construed in accordance with the laws of the Netherlands,

without regard to its conflict of law provisions.

8.2 All

disputes arising out of or in connection with this Agreement shall be submitted to the exclusive

jurisdiction of the competent court of Amsterdam, the Netherlands.

Signature

page follows

Director’s indemnity agreement 8

SIGNATURE

PAGE

Signed

for and on behalf of the Company by,

Terra Innovatum Global N.V.

Name:

Alessandro Petruzzi

Title:

Chief Executive Officer

Signed

for and on behalf of the Director by,

[ ● ]

Director’s indemnity agreement

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration