Terra Innovatum Global N.V. filed a Definitive Additional Materials supplement on November 6, 2026, to correct a beneficial ownership omission for director nominee S. Michael Modro in the proxy statement issued for the company's 2026 Annual General Meeting of Shareholders scheduled for November 16, 2026.

Key Highlights

  • Correction subject: The original proxy statement dated October 26, 2026, inadvertently omitted beneficial ownership information for S. Michael Modro, an interim non-executive director and director nominee.
  • Modro's ordinary shares: As of July 30, 2026, Mr. Modro beneficially owned 87,500 ordinary shares, representing less than one percent of shares outstanding.
  • Preferred shares held: Mr. Modro also held 4 preferred shares mandatorily convertible into up to 40,000 ordinary shares upon achievement of specified milestones, which had not been achieved as of July 30, 2026.
  • Total shares outstanding: As of July 30, 2026, the company had 110,500,908 ordinary shares outstanding.
  • Group ownership revised: Following the correction, all directors, director nominees, and executive officers as a group (10 persons) beneficially owned 79,362,500 ordinary shares, representing approximately 71.8% of outstanding ordinary shares.
  • Scope of supplement: The filing states the correction had no effect on the beneficial ownership of any other person reported in the proxy statement.

Terra Innovatum Corrects Proxy Ownership Table Ahead of November 16 Annual Meeting

Terra Innovatum Global N.V. filed this supplement to its definitive proxy statement solely to address an omission in the beneficial ownership table on page 26 of the original proxy statement, which was filed on October 27, 2026. According to the filing, the table under the heading "Security Ownership of Certain Beneficial Owners and Management" had inadvertently left out ownership data for S. Michael Modro, who serves as an interim non-executive director and is a nominee for appointment at the 2026 Annual General Meeting of Shareholders.

As disclosed in the supplement, as of July 30, 2026, Mr. Modro beneficially owned 87,500 ordinary shares of the company, constituting less than one percent of the 110,500,908 ordinary shares outstanding on that date. The filing also notes that Mr. Modro held 4 preferred shares that are mandatorily convertible into up to 40,000 ordinary shares upon achievement of specified milestones. Those milestones had not been achieved as of July 30, 2026, and the shares were not acquirable within 60 days of that date.

As a result of incorporating Mr. Modro's holdings, the company reported that all directors, director nominees, and executive officers as a group, totaling 10 persons, beneficially owned 79,362,500 ordinary shares, representing approximately 71.8% of the company's outstanding ordinary shares as of July 30, 2026. The filing states that the supplement "does not modify, change, amend, supplement or otherwise affect any of the other disclosures contained in the Proxy Statement."

What Was Disclosed

Terra Innovatum Global N.V. filed supplemental proxy materials to correct the omission of S. Michael Modro's beneficial ownership from its 2026 AGM proxy statement, updating the group ownership figure to 79,362,500 ordinary shares, or approximately 71.8%, held by 10 directors, nominees, and officers.