{"url_path":"/sec/afriw/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","accession_number":"0001493152-26-023781","cik":"0001903870","ticker":"AFRI","issuer_name":"Forafric Global PLC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1903870/0001493152-26-023781-index.html","primary_entity_key":"0001903870","primary_entity_name":"Forafric Global PLC"},"word_count":4884,"has_tables":true,"body_markdown":"**Item\n6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n \n\nA.\nDirectors and Senior Management\n\n \n\nThe\nfollowing table sets forth certain information, as of the date hereof, concerning the persons who serve as executive officers of the\nCompany.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nKhalid\nAssari\n \n63\n \nCEO\nand Chairman of the Board\n\nJulien\nBenitah\n \n44\n \nCFO\n\nMustapha\nGhazali\n \n55\n \nCTO\n\nOury\nMarciano\n \n42\n \nVP\nBusiness Development\n\n \n\n- 35 -\n\n \n\n \n\nThe\nBoard is comprised of six directors. Each director will hold office until his or her term expires at the next annual meeting of stockholders\nfor such director’s class or until his or her death, resignation, removal or the earlier termination of his or her term of office.\nThe following table sets forth certain information, as of the date hereof concerning the persons who serve as directors.\n\n \n\n**Name**\n \n**Age**\n \n**Position(s)**\n\nKhalid\nAssari\n \n63\n \nCEO\nand Chairman of the Board\n\nJulien\nBenitah\n \n44\n \nDirector\n\nFranco\nCassar\n \n66\n \nDirector\n\nJohann\nElbaz\n \n44\n \nDirector\n\nIra\nGreenstein\n \n66\n \nDirector\n\nRachel\nBitan\n \n50\n \nDirector\n\n** **\n\n**Executive\nOfficers and Directors**\n\n \n\n**Khalid\nAssari** – Mr. Assari has served as the Chief Executive Officer (“CEO”) of the Company and its wholly-owned\nsubsidiary, Forafric Morac, since February 2025, and as the Chairman of our Board since April 2025. Mr. Assari has had a long and\nsuccessful career in the agricultural business, holding several senior positions within Caisse de Dépôts (CDG Group).\nFrom 2020 to 2024, he was an investor in the real estate and agribusiness sectors in Morocco. From 2016 through 2018, Mr. Assari\nwas the CEO of Forafric Morocco. Mr. Assari holds an MBA in finance from Old Dominion University in Norfolk, Virginia, United\nStates.\n\n \n\n**Julien\nBenitah** – Mr. Benitah has served as Chief Financial Officer (“CFO”) of the Company since June 2022 and as\nChief Financial Officer of FAHL since March 2018. Mr. Benitah has been CFO of Forafric Maroc from March 2018 and M&A Director\nfrom October 2015. Mr. Benitah was also the COO of Ycap Asset Management (now Homa Capital), from January 2016 to October 2017. Prior\nto Homa Capital, Mr. Benitah served as Partner and COO of Smart Equity from January 2011 to September 2015. Mr. Benitah holds a\nmaster’s degree in management from the EM Lyon. Mr. Benitah operates from the headquarters of Forafric Maroc in\nMorocco.\n\n \n\n**Mustapha\nGhazali** – Mr. Ghazali has served as the Chief Technology Officer (“CTO”) of the Company since June 2022 and as\nCTO of Forafric Maroc since June 2018. Mr. Ghazali was a plant manager at Tria Group from January 2013 to May 2018. Mr. Ghazali\nserved as the Technical Director from March 1996 to December 2012. Mr. Ghazali was educated at University of Economics of\nCasablanca, and he holds a degree from the National School of Milling and Cereal Industries in Casablanca and Paris. Mr. Ghazali\noperates from the headquarters of Forafric Maroc in Morocco.\n\n \n\n**Oury\nMarciano** – Mr. Marciano has served as a member of the Board since June 2022 and has served as VP Business Development of FAHL\nsince July 2016. Mr. Marciano was an analyst from June 2009 to December 2011 at Societe Generale Corporate and Investment Banking in both New York and Paris. He managed his own real estate acquisitions business in New York from January 2012 to June 2016. Mr. Marciano\nholds a master’s degree in Banking Finance and Insurance from Dauphine University in Paris, and he received an M.A. in International\nEconomics and Finance from Brandeis University in Massachusetts. Mr. Marciano operates from the headquarters of Forafric Maroc in Morocco.\n\n \n\n**Franco\nCassar** – Mr. Cassar has served as a member of the Board since June 2022 and as a member of the\nboard of directors of FAHL since 2016. Mr. Cassar has held senior management positions at Abacus Financial Services Ltd, SG Hambros Private\nBank, Barclays Gibraltar and NatWest Gibraltar. Mr. Cassar was educated at Uxbridge, Harrow and West London Colleges, UK. Mr. Cassar\nis based in Gibraltar.\n\n \n\n**Johann\nElbaz** – Johann Elbaz was appointed to the Board on March 9, 2026, replacing Paul Packer. Mr. Elbaz. has 18 years’ experience\nin marketing, strategy and business development. He joined Forafric in 2018 and is currently Deputy CEO of Forafric Maroc. He previously\nserved as Director of Research, Development, and Innovation and as Marketing Director, contributing to the company’s strategic\ndevelopment and brand positioning. Prior to joining the Company, Mr. Elbaz worked in advertising and investment sectors with Publicis,\nDDB and Smart Equity. He studied Economics and Management at Paris XII University and holds a business degree in International Commerce\nand Communication from ESGCI as well as a master’s degree in communication from ESG.\n\n \n\n- 36 -\n\n \n\n \n\n**Ira\nGreenstein** – Mr. Greenstein has served as a member of the Board since June 2022. Mr Greenstein is a Founding Partner of\nPierson Ferdinand LLP. Mr. Greenstein served as Senior Advisor to Qrypt, Inc., a quantum cryptography company from 2019-2021. He\nserved as Deputy Assistant and Strategist to President Trump from 2017-2018. Prior to serving in the Trump Administration, Mr.\nGreenstein was President of Genie Energy, Ltd., a retail energy and oil and gas exploration company that was spun off from IDT\nCorp., an international telecommunications carrier, from 2011-2017. Mr. Greenstein served as President and Counsel to the Chairman\nof IDT, from 2000-2011, and counsel and advisor to various companies, including Net2Phone, Inc., a pioneer in voice over the\ninternet protocol. Prior to joining IDT, Mr. Greenstein was a partner in Morrison & Foerster LLP, where he served as the\nChairman of that firm’s New York office’s Business Department. Mr. Greenstein was an associate in the New York and\nToronto offices of Skadden, Arps, Slate, Meagher & Flom LLP and served on the Securities Advisory Committee and as secondment\ncounsel to the Ontario Securities Commission. At the OSC, Mr. Greenstein advised on the implementation of the US-Canada\nMultijurisdictional Disclosure System and on the securities law aspects of NAFTA. Mr. Greenstein served on the boards of directors\nof NanoVibronixInc. and Regal Bank of New Jersey. Mr. Greenstein served on the Boards of Trustees of Young Israel of Scarsdale,\nRamaz, SAR Academy and Friends of Jerusalem College of Technology. Mr. Greenstein received a B.S. from Cornell University School of\nIndustrial and Labor Relations (1981) and a J.D. from Columbia University Law School (1985) where he currently serves as a member of\nthe Dean’s Council. Mr. Greenstein is based in the United States.\n\n \n\n**Rachel\nBitan** – Ms. Bitan has served as a member of the Board since June 2022. Ms. Bitan has served since February 2017 as a director\nof Amestown Limited, a company that holds property in the U.K., where she has been responsible for general management, as well as legal\nand financial administration of the properties managed by the company. Ms. Bitan has served since August 2005 as a property manager at\nHerne Hill (Investment) Limited, an investment company focusing on property development. Ms. Bitan received a Bachelor of Laws with Honours\nfrom Manchester Metropolitan University, U.K. Ms. Bitan is based in Gibraltar.\n\n \n\n**Corporate\nGovernance Guidelines and Code of Business Conduct**\n\n \n\n**Director\nIndependence**\n\n \n\nIn\nconnection with the Business Combination, the Company’s ordinary shares are listed on Nasdaq. Under the Nasdaq rules, independent\ndirectors must comprise a majority of a listed company’s board of directors. In addition, the Nasdaq rules require that, subject\nto specified exceptions, each member of a listed company’s audit, compensation and nominating committees be independent. Audit\ncommittee members must also satisfy the additional independence criteria set forth in Rule 10A-3 under the Exchange Act and the Nasdaq\nrules. Compensation committee members must also satisfy the additional independence criteria set forth in Rule 10C-1 under the Exchange\nAct and the Nasdaq rules.\n\n \n\nIn\norder to be considered independent for purposes of Rule 10A-3 under the Exchange Act and under the Nasdaq rules, a\nmember of an audit committee of a listed company may not, other than in his or her capacity as a member of the committee, the board\nof directors, or any other board committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee\nfrom the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its\nsubsidiaries.\n\n \n\nTo\nbe considered independent for purposes of Rule 10C-1 under the Exchange Act and under the Nasdaq, the board of directors must\naffirmatively determine that the member of the compensation committee is independent, including a consideration of all factors specifically\nrelevant to determining whether the director has a relationship to the company which is material to that director’s ability to\nbe independent from management in connection with the duties of a compensation committee member, including, but not limited to: (i) the\nsource of compensation of such director, including any consulting, advisory or other compensatory fee paid by the company to such director;\nand (ii) whether such director is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.\n\n \n\nThe\nBoard has undertaken a review of the independence of each director and considered whether each director of the Company has a material\nrelationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.\nAs a result of this review, the Company believes that Franco Cassar, Ira Greenstein, and Rachel Bitan are “independent directors”\nas defined under the listing requirements and Nasdaq rules and the applicable rules of the Exchange Act.\n\n \n\n- 37 -\n\n \n\n \n\n**Controlled\nCompany Exception**\n\n \n\nWe\nmeet the definition of a “controlled company” under the Nasdaq listing standards, and thus we are qualified for the\n“controlled company” exemption to the board of directors and committee composition requirements under the Nasdaq listing\nstandards. If we were to rely on this exemption, we would be exempt from the requirements that (1) our board of directors be\ncomprised of a majority of independent directors, (2) we have a nominating and corporate governance committee composed entirely of\nindependent directors, and (3) our compensation committee be comprised solely of independent directors. The “controlled\ncompany” exception does not modify the independence requirements for the audit committee, and we intend to comply with the\nrequirements of the Sarbanes-Oxley Act and the Nasdaq listing standards.\n\n \n\nWe\nhave taken all actions necessary to comply with the Nasdaq listing standards without reliance on the “controlled company”\nexemption, including appointing independent directors to the board and establishing certain committees composed entirely\nof independent directors within the time frames set forth under the Nasdaq listing standards. However, as long as the Company remains\na “controlled company,” these requirements will not apply to the Company and the Company may, in the future, seek to utilize\nsome or all of these exemptions.\n\n \n\nB.\nCompensation of Executive Directors and Executive Officers\n\n \n\nFor\nthe year ended December 31, 2025, we paid an aggregate of $352,500 in cash and benefits to our executive officers. We paid non-employee\ndirectors an aggregate of $301,500 in cash and benefits.\n\n \n\n**Employee\nBenefit and Equity Compensation Plans and Arrangements**\n\n \n\nThe\nForafric 2022 Long Term Employee Share Incentive Plan (the “Equity Incentive Plan”) was adopted on June 9, 2022. The Equity\nIncentive Plan allows for the grant of awards, consisting of nominal cost options or phantom options to employees, directors and consultants\nof the Company or any of its subsidiaries.\n\n \n\nOur\nBoard is responsible for the administration of the Equity Incentive Plan and may, from time to time, make or amend regulations for the\nadministration of the Equity Incentive Plan. The decision of our Board on all matters relating to the administration of the Equity Incentive\nPlan, including the resolution of any ambiguity of the rules in the Equity Incentive Plan, is final and binding. Our Board may also terminate\nor, from time to time, suspend the grant of awards. Our Board may also make, subject to certain restrictions, amendments to the rules\nof the Equity Incentive Plan or any subplans.\n\n \n\nGenerally,\nan award is granted by the execution by the Company of an award certificate, which provides information regarding the award’s date\nof grant, the number of ordinary shares in respect of which an option is granted pursuant to the award, vesting schedule, and exercisability.\nThe exercise price for nominal cost options is 50% of the nominal value of the shares, and in the case of phantom options is the market\nvalue of the shares less 50% of their nominal value.\n\n \n\nWith\nthe exception of an individual’s death or in the event of a corporate transaction, awards are not capable of being transferred,\ncharged or otherwise alienated. Any time an award holder purports to make one of these transfers, the award shall lapse immediately.\n\n \n\nThe\nmaximum number of ordinary shares which may be the subject of awards under the Equity Incentive Plan may not exceed 2,645,684 ordinary shares.\nSubject to certain provisions of the Equity Incentive Plan, no award can be exercised after the tenth anniversary of the date of grant.\nWith the exception of certain special circumstances, an award can only be exercised while the award holder is employed or engaged by\nthe Company or any of its subsidiaries. Subject to certain provisions, a vested award may be exercised in whole or in part at any time\nafter its date of grant.\n\n \n\nWhen\nthere are certain corporate transactions related to the Company, such as a compulsory acquisition, a general offer, a reconstruction,\na merger or division of the Company, the winding up of the Company, or the sale of the Company’s business or subsidiary, our Board\nhas discretion (subject to certain requirements) to allow all awards (vested or unvested) to be exercised in whole or in part. In certain\ncircumstances, if our Board exercises such discretion and the awards are not exercised, they will instead lapse. If the Company is acquired,\nall award holders are required to release their awards in consideration of the grant of a new award.\n\n \n\n- 38 -\n\n \n\n \n\nAn\naward can lapse when it has not been exercised after the tenth anniversary of the date of grant. It can also lapse when the award holder\nceases to be a director, an employee, or a consultant with the Company or any of its subsidiaries. An award will lapse when an order\nis made by a court (or when a resolution is passed) for the compulsory winding up of the Company. Finally, an award lapses when the award\nholder becomes bankrupt, enters into a compromise with their creditors generally except as permitted under certain circumstances. Prior\nto the exercise of an award, an award holder has no rights in respect of any shares.\n\n \n\nIn\nthe event of a reorganization, vesting conditions may be adjusted by our Board, subject to an auditors’ confirmation that the adjustment\nis fair and reasonable and notice to the award holder.\n\n \n\nAn\naward may not vest or be exercised until our Board is satisfied that the award holder will be able to pay for any tax or social security\nliability that is owed by the holder.\n\n \n\nGrants\nof awards under the Equity Incentive Plan are subject to the discretion of the plan administrator. Therefore, it is not possible to determine\nthe future benefits that will be received by participants under the Equity Incentive Plan.\n\n \n\nC.\nBoard Practices\n\n \n\nOur\nBoard currently consists of six members, all of whom were elected pursuant to our current Memorandum and Articles. Our nominating\nand governance committee and board of directors will consider a broad range of factors relating to the qualifications and background\nof nominees. We have no formal policy regarding board diversity. Our nominating and governance committee’s and board of\ndirectors’ priority in selecting board members is identification of persons who will further the interests of our shareholders\nthrough his or her established record of professional accomplishment, the ability to contribute positively to the collaborative\nculture among board members, knowledge of our business, understanding of the competitive landscape and professional and personal\nexperiences and expertise relevant to our growth strategy.\n\n \n\n**Board\nLeadership Structure**\n\n \n\nThe\nCompany believes that the structure of the Board and its committees provide strong overall management of the Company.\n\n \n\n**Committees\nof the Board**\n\n \n\nThe\nBoard has an audit committee, compensation committee and nominating and corporate governance committee. The composition and responsibilities\nof each of the committees of the Board is described below. Members serve on these committees until their resignation or until as otherwise\ndetermined by the Board.\n\n \n\n**Audit\nCommittee**\n\n \n\nFranco\nCassar, Ira Greenstein and Rachel Bitan serve as members of our Audit Committee. Under the Nasdaq rules and applicable SEC rules, all\nthe directors on the Audit Committee must be independent; our Board has determined that each of Franco Cassar, Ira Greenstein\nand Rachel Bitan is independent under the Nasdaq rules and applicable SEC rules. Franco Cassar serves as the Chairman of the Audit Committee.\nEach member of the Audit Committee is financially literate, and our Board has determined that Franco Cassar qualifies as\nan “audit committee financial expert” as defined in applicable SEC rules. The Company’s Audit Committee is responsible\nfor, among other things:\n\n \n\n \n●\nselecting\na qualified firm to serve as the independent registered public accounting firm to audit the Company’s financial statements;\n\n \n \n \n\n \n●\nhelping\nto ensure the independence and performance of the independent registered public accounting firm;\n\n \n\n- 39 -\n\n \n\n \n\n \n●\ndiscussing\nthe scope and results of the audit with the independent registered public accounting firm and reviewing, with management and the\nindependent registered public accounting firm, the Company’s interim and year-end financial statements;\n\n \n \n \n\n \n●\ndeveloping\nprocedures for employees to submit concerns anonymously about questionable accounting or audit matters;\n\n \n \n \n\n \n●\nreviewing\nand overseeing the Company’s policies on risk assessment and risk management, including enterprise risk management;\n\n \n \n \n\n \n●\nreviewing\nthe adequacy and effectiveness of internal control policies and procedures and the Company’s disclosure controls and procedures;\nand\n\n \n \n \n\n \n●\napproving\nor, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be\nperformed by the independent registered public accounting firm.\n\n \n\nThe\nBoard has adopted a written charter for the Audit Committee which is available on the Company’s website.\n\n \n\n**Remuneration\nCommittee**\n\n \n\nFranco\nCassar, Ira Greenstein and Rachel Bitan serve as members of our Remuneration Committee. Under the Nasdaq rules, we are required to have\na Remuneration Committee composed entirely of independent directors; our Board has determined that each of Franco Cassar, Ira Greenstein\nand Rachel Bitan is independent. Rachel Bitan serves as Chairman of the Remuneration Committee. The Company’s Remuneration Committee\nis responsible for, among other things:\n\n \n\n \n●\nreviewing,\napproving and determining the compensation of the Company’s officers and key employees;\n\n \n\n \n●\nreviewing,\napproving and determining compensation and benefits, including equity awards, to directors for service on the Board or any committee\nthereof;\n\n \n \n \n\n \n●\nadministering\nthe Company’s equity compensation plans;\n\n \n \n \n\n \n●\nreviewing,\napproving and making recommendations to the Board regarding incentive compensation and equity compensation plans; and\n\n \n \n \n\n \n●\nestablishing\nand reviewing general policies relating to compensation and benefits of the Company’s employees.\n\n \n\nThe\nBoard adopted a written charter for the Remuneration Committee, which is available on its website.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nNominating and Corporate Governance Committee is responsible for making recommendations to the Board regarding candidates for directorships\nand the size and composition of the Board. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing\nthe Company’s corporate governance policies and reporting and making recommendations to the Board concerning governance matters.\n\n \n\nThe\nmembers of the Company’s Nominating and Corporate Governance Committee are Franco Cassar, Ira Greenstein and Rachel Bitan. Each\nof the members of the Company’s Nominating and Corporate Governance Committee is an independent director as defined in the listing\nstandards. Our Board adopted a written charter for the Nominating and Corporate Governance Committee, which is available on our corporate\nwebsite. The information on our website is not part of this Report.\n\n \n\n- 40 -\n\n \n\n \n\n**Code\nof Ethics**\n\n \n\nFollowing\nthe Business Combination, the Company has posted its Code of Conduct and Ethics and intends to post any amendments to or any waivers\nfrom a provision of its Code of Conduct and Ethics on its website, and also intends to disclose any amendments to or waivers of certain\nprovisions of its Code of Conduct and Ethics in a manner required by applicable rules or regulations of the SEC or securities exchange.\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n \n\nNone\nof the Company’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee\nor the board of directors of another entity, one of whose officers served on the Company’s compensation committee, or (ii) as a\nmember of the compensation committee of another entity, one of whose officers served on the Board.\n\n \n\n**Related\nPerson Policy of the Company**\n\n \n\nThe\nCompany adopted a formal written policy that became effective upon the Business Combination that sets forth the following policies and\nprocedures for the review and approval or ratification of related person transactions.\n\n \n\nA\n“Related Person Transaction” is a transaction, arrangement or relationship in which the Company or any of its subsidiaries\nwas, is or will be a participant, the amount of which involved exceeds $120,000, and in which any related person had, has or will have\na direct or indirect material interest. A “Related Person” means:\n\n \n\n \n●\nany\nperson who is, or at any time during the applicable period was, one of the Company’s officers or one of the Company’s\ndirectors;\n\n \n \n \n\n \n●\nany\nperson who is known by the Company to be the beneficial owner of more than five percent (5%) of its voting stock;\n\n \n \n \n\n \n●\nany\nimmediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law,\nfather-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, officer or a beneficial owner of more than five percent\n(5%) of its voting stock, and any person (other than a tenant or employee) sharing the household of such director, officer or beneficial\nowner of more than five percent (5%) of its voting stock; and\n\n \n \n \n\n \n●\nany\nfirm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in\nwhich such person has a ten percent (10%) or greater beneficial ownership interest.\n\n \n\nIt\nis also anticipated that the Company will enact policies and procedures designed to minimize potential conflicts of interest arising\nfrom any dealings it may have with its affiliates and to provide appropriate procedures for the disclosure of any real or potential conflicts\nof interest that may exist from time to time. Specifically, pursuant to its charter, the Audit Committee has the responsibility to review\nrelated person transactions.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nis no family relationship among any of our directors or executive officers.\n\n \n\n**Duties\nof Directors**\n\n \n\nUnder\nGibraltar law, our directors have a duty to act honestly, in good faith and bona fide with a view to our best interests. Our directors\nalso have a duty to exercise the care, diligence and skills that a reasonably diligent person would exercise in comparable circumstances.\nIn fulfilling their duty of care to us, our directors must ensure compliance with our Memorandum and Articles. We have the right to seek\ndamages if a duty owed by our directors is breached.\n\n \n\n- 41 -\n\n \n\n \n\nThe\nfunctions and powers of our Board include, among others:\n\n \n\n \n●\nappointing\nofficers and determining the term of office of the officers;\n\n \n \n \n\n \n●\nauthorizing\nthe payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable;\n\n \n \n \n\n \n●\nexercising\nthe borrowing powers of the company and mortgaging the property of the company;\n\n \n \n \n\n \n●\nexecuting\nchecks, promissory notes and other negotiable instruments on behalf of the company; and\n\n \n \n \n\n \n●\nmaintaining\nor registering a register of mortgages, charges or other encumbrances of the company.\n\n \n\n**Terms\nof Directors and Officers**\n\n \n\nThere\nis no Gibraltar law requirement that a director must hold office for a certain term and stand for re-election unless the resolutions\nappointing the director impose a term on the appointment. The Memorandum and Articles provide that directors of the Company are generally\nappointed for periods of three calendar years, save as provided below. At every annual general meeting of the Company, any director who\nhas at the start of the annual general meeting been in office for three calendar years or more since his last appointment or re-appointment\nshall retire at that annual general meeting but he may offer himself for reappointment by the shareholders. We do not have any age limit\nrequirements relating to our director’s term of office.\n\n \n\nOur\nMemorandum and Articles also provide that our directors may be removed by the directors or ordinary resolution or special resolution\nof the shareholders, and that any vacancy on our Board, including a vacancy resulting from an enlargement of our Board (which shall not\nexceed any maximum number stated therein), may be filled by ordinary resolution or by vote of a majority of our directors then in office.\n\n \n\nD.\nEmployees\n\n \n\nAs\nof December 31, 2025, our subsidiaries had approximately 600 employees, located in 4 countries. None of our employees are represented\nby labor unions. In general, we consider our employee relations to be good. Our international workforce naturally results in a diversity\nof cultural, national and religious representation. We care about our people, and seek to promote their welfare, development and personal\ngrowth. The Company is dedicated to creating incentive programs to encourage and reward innovation and dedication.\n\n \n\nE.\nShare Ownership\n\n \n\nThe\nfollowing table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange\nAct, of our ordinary shares as of the date of this annual report.\n\n \n\n \n●\neach\nof our directors and executive officers who beneficially own our ordinary shares; and\n\n \n \n \n\n \n●\neach\nperson known to us to own beneficially more than 5.0% of our ordinary shares.\n\n \n\nBeneficial\nownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community\nproperty laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially\nowned by them. Percentage of beneficial ownership of each listed person is based on 26,963,815 ordinary shares outstanding as of May 8, 2026.\n\n \n\nInformation\nwith respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of our ordinary shares.\nBeneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment\npower with respect to securities. In computing the number of ordinary shares beneficially owned by a person listed below and the percentage\nownership of such person, ordinary shares underlying options, warrants or convertible securities held by each such person that are exercisable\nor convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing\nthe percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable\ncommunity property laws, all persons listed have sole voting and investment power for all ordinary shares shown as beneficially owned\nby them. As of the date of the annual report, we have 3 shareholders of record holding beneficial ownership of 5% or more, none of which\nare located in the United States.\n\n \n\n- 42 -\n\n \n\n \n\nUnless\notherwise indicated, the business address of each of the individuals is Forafric Global PLC, Unit 5.3, Madison Building, Midtown, Queensway,\nGibraltar, GX11 1AA.\n\n \n\nName\nof Beneficial Owners \n\nNumber\nof Ordinary Share\n\nBeneficially\nOwned\n  \n\nPercentage\nof Outstanding\n\nOrdinary\nShare\n \n\n5% Stockholders: \n    \n   \n\nLighthouse Settlement \n 19,250,483(1)  \n 71.39%\n\nPaul Packer \n 2,671,184(2)  \n 9.91%\n\nExecutive Officers and\nDirectors: \n    \n   \n\n  \n    \n   \n\nJohann Elbaz \n -  \n - \n\nOury Marciano \n 18,487  \n * \n\nKhalid Assari \n -  \n - \n\nJulien Benitah \n 27,731  \n * \n\nFranco Cassar \n 10,319  \n * \n\nIra Greenstein \n 10,319  \n * \n\nRachel Bitan \n 10,319  \n * \n\nMustapha Ghazali \n -  \n - \n\nAll directors and executive\nofficers as a group (8 individuals) \n 77,175  \n *\n\n \n\n*\nLess than 1% of total outstanding ordinary shares on an as converted basis.\n\n \n\n(1)\nConsists of 18,618,869 shares owned by Lighthouse Capital and 631,614 shares owned by Lighthouse Settlement. Lighthouse Settlement\nis the sole shareholder of Lighthouse Capital. Lighthouse Settlement is a discretionary trust of which Yariv Elbaz and his family\nare the named potential beneficiaries. Lighthouse Corporation PTC, as trustee of Lighthouse Settlement, may be deemed to be the beneficial\nowner of the securities held by Lighthouse Settlement as trustee. Lighthouse Corporation PTC Limited is controlled by its three directors,\nMichael Elbaz, Joseph Levy Cazes and Moses Nahon Cohen. Lighthouse Corporation PTC Limited, Michael Elbaz, Joseph Levy Cazes and Moses\nNahon Cohen each disclaim beneficial ownership over these securities except to the extent of their respective pecuniary interest therein.\n\n \n\n(2)\nBased solely upon, and qualified in its entirety with reference to, Schedule 13G filed with the SEC on February 14, 2024. Based on such\nSchedule 13G, Mr. Paul Packer may be deemed to beneficially own 2,671,184 shares of the Company, individually and as managing member\nof (a) Globis Capital Advisors, L.L.C, for itself and as the general partner of Globis Capital Partners, L.P., and (b) Globis Capital,\nL.L.C. for itself and as the general partner of Globis Capital Management, L.P., the Investment Manager of Globis Capital Partners, L.P.\nWith respect to such shares, Mr. Packer has shared voting power and shared dispositive power.\n\n \n\nA.\nDisclosure\nof a registrant’s action to recover erroneously awarded compensation\n\n \n\nNot\nApplicable"}