{"url_path":"/sec/ntz/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/900391/0001193125-26-226962-index.html","accession_number":"0001193125-26-226962","cik":"0000900391","ticker":"NTZ","issuer_name":"NATUZZI S P A","edgar_url":"https://www.sec.gov/Archives/edgar/data/900391/0001193125-26-226962-index.html","primary_entity_key":"0000900391","primary_entity_name":"NATUZZI S P A"},"word_count":4684,"has_tables":true,"body_markdown":"## ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\nAs of the date of this Annual Report, the board of directors of Natuzzi consists of eight members, elected at the Company’s annual general shareholders’ meeting held on May 30, 2024, for the three-year term 2024-2026.\n\nMr. Antonio Achille, who had served as the Company’s Chief Executive Officer and executive director since 2021, stepped down from his roles effective as of July 30, 2025, to pursue new professional opportunities. Pending the appointment of a successor, the board of directors has temporarily delegated the Chief Executive Officer’s powers and responsibilities to the Executive Chairman of the board of directors, Mr. Pasquale Natuzzi, who serves in an interim capacity.\n\nOn July 29, 2025, the board of directors appointed Mr. Pietro Labriola by way of co-optation as a non-executive director of the Company, effective as of August 6, 2025. On February 16, 2026, the Company’s shareholders’ meeting ratified the appointment of Mr. Pietro Labriola as non‑executive director. 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.\n\nAs of the date of this Annual Report, the directors and senior executive officers of the Company are as follows:\n\n \n\nName\n\n \n\nAge\n\n \n\n \n\nPosition within the Company\n\nPasquale Natuzzi\n\n \n\n \n\n86\n\n \n\n \n\nExecutive Chairman of the Board of Directors; Chief Executive Officer ad interim\n\nAntonia Isabella Perrone\n\n \n\n \n\n56\n\n \n\n \n\nNon-executive Director\n\nMarco Caneva\n\n \n\n \n\n57\n\n \n\n \n\nNon-executive Director\n\nGiuseppe Antonio D’Angelo\n\n \n\n \n\n61\n\n \n\n \n\nNon-executive Director\n\nAlessandro Musella\n\n \n\n \n\n56\n\n \n\n \n\nNon-executive Director\n\nGilles Bonan\n\n \n\n \n\n59\n\n \n\n \n\nNon-executive Director\n\nPietro Labriola\n\n \n\n \n\n59\n\n \n\n \n\nNon-executive Director\n\nPasquale Junior Natuzzi\n\n \n\n \n\n35\n\n \n\n \n\nChief Commercial Officer, Chief Project Division Officer, President & CEO North Americas ad interim, Executive Director\n\nDaniele Tranchini\n\n \n\n \n\n66\n\n \n\n \n\nChief Marketing & Communication Officer\n\nDiego Babbo\n\n \n\n \n\n54\n\n \n\n \n\nChief Retail Officer; Vice President of Retail North America ad interim\n\nCodrin Coroama\n\n \n\n \n\n36\n\n \n\n \n\nChief Wholesale Officer\n\nCosimina Ciccarone\n\n \n\n \n\n53\n\n \n\n \n\nRegional Manager Europe and UK\n\nRaffaele Pasqualicchio\n\n \n\n \n\n41\n\n \n\n \n\nRegional Manager APAC\n\nFrancesco Amendola\n\n \n\n \n\n49\n\n \n\n \n\nRegional Manager Emerging Markets\n\nRocco Rella\n\n \n\n \n\n51\n\n \n\n \n\nCountry Manager Italy\n\nCarlo Silvestri\n\n \n\n \n\n49\n\n \n\n \n\nChief Financial Officer\n\nPierluigi Binetti\n\n \n\n \n\n51\n\n \n\n \n\nChief Internal Audit Officer\n\nPierangelo Colacicco\n\n \n\n \n\n57\n\n \n\n \n\nChief Technology & Digital Innovation Officer, Chief Front Office Customer Care Officer\n\nNicola Internullo\n\n \n\n \n\n49\n\n \n\n \n\nChief HR, Organization & Legal Officer\n\nDomenico Ricchiuti\n\n \n\n \n\n49\n\n \n\n \n\nChief Operations Officer\n\nPasquale Natuzzi is the Executive Chairman of the Board of Directors. He founded the Company in 1959. He held the title of sole director of the Company from its incorporation in 1972 until 1991, when he became the Chairman of the Board of Directors. He has creative skills and is directly involved in brand development and product styling. He takes care of strategic partnerships with existing and new accounts. As of the date of this Annual Report, he also serves as Chief Executive Officer in an interim capacity.\n\nAntonia Isabella Perrone is a non-executive director of the Company. In 1998, she was appointed sole director of a company in the agricultural-food sector, wholly owned by the Natuzzi Family. She joined the Group in 1994, dealing with marketing and communication for the Italian market under the scope of retail development management until 1997. She has been married to Pasquale Natuzzi since 1997.\n\nMarco Caneva is a non-executive director of the Company. Since 2010, he has been a director at large IT-focused companies, such as Phase Motion Control, FOS Group, BaoSteel Italia, an Italy-based joint venture controlled by Chinese giant BaoSteel, and Aurora Imaging Technology. He also served as director on the boards of several other companies, including, Italmatch Chemicals and Gruppo Partecipazioni Industriali S.p.A, the holding company of Pirelli & C. S.p.A., as well as Chairman of the board of Paramed, an Italy-based MRI manufacturer, and its U.S. subsidiary. He started his professional career working in the investment banking\n\n55\n\n[Table of Contents](#toc)\n\n \n\ndepartment of Goldman Sachs and, from 2009 to 2017, he served as Chief Investment Officer of Hofima S.p.A. In 2017, he founded Calit Advisors, a financial advisory and investment firm based in Italy, Ireland and California.\n\nGiuseppe Antonio D’Angelo is a non-executive director of the Company. He is also Chief Business Officer Europe with Ferrero International SA. Before joining Ferrero in 2009, he acquired significant international experience in general management of multinational companies such as General Mills (from 1997 to 2009), S.C. Johnson & Son (from 1991 to 1997) and Procter & Gamble (from 1989 to 1991). He earned his Bachelor of Arts degree in Economics from LUISS University of Rome in 1988. He received certification from Harvard Business School in the Advanced Management Program in 2004.\n\nAlessandro Musella is a non-executive director of the Company. He is the founder and Chairman of VECTIS, established in 2024, with the aim of guiding law firms and businesses through transformation projects related to generative artificial intelligence. From 2002 to 2024, he served as a lawyer at the law firm Bonelli Erede, where he became partner in 2006. At Bonelli Erede, he focused on corporate compliance, corporate governance and digital innovation. He is also a non-executive director of Global Assistance S.p.A. and a former member of the Supervisory Board of Equens Worldline SE. He is a member of the Italian bar and holds a law degree from the University of Genoa.\n\nGilles Bonan is a non-executive director of the Company. He is a strategy consultant for lifestyle companies and private equity funds in France, Italy and Switzerland. He is also an entrepreneur in three start-up companies. He gained significant experience at Roche Bobois SA., where he first served as CFO and International Development Director (1999-2001), and later as Executive Vice President (2001-2008) and as CEO – Chairman of the Executive Board (2008- July 2019). He started his career at the audit firm Mazars before joining General Motors head office in France. He holds a degree from HEC Paris business school and a master’s degree in business law.\n\nPietro Labriola is a non-executive director of the Company. He has been Chief Executive Officer and General Manager of TIM S.p.A. since January 21, 2022. He has been involved in the telecommunications sector since the beginning of his career: from 1993 to 1994, he worked as assistant to the CEO of France Telecom at its Milan office. In 1995, he took on the role of Marketing Manager at Cable & Wireless Italia, while in 1996 he joined Infostrada S.p.A. as Head of Business Development, where he returned in 1998 to take up the position of Marketing Director, after a year’s experience at the Boston Consulting Group.\n\nPasquale Junior Natuzzi is the Chief Project Division Officer. He is responsible for the development of the Natuzzi’s Contract & Trade division, which offers tailor-made solutions for private clients and prestigious developers, enhancing residential architecture and interiors worldwide. Previously, he served as Chief Brand Officer of Natuzzi Italia and Chief Creative Officer of the Group, launching a new brand strategy that led to the development of new products (also as a result of collaborations with internationally renowned designers) aimed at transforming the Company from a furniture player to a lifestyle brand. He is a member of the National Council of Assarredo, the Italian Association representing furniture companies, and oversees the FederLegnoArredo Sustainability Task Force (design, sustainability, and synergies for the leadership of the Italian wood/furniture sector). He is the son of Pasquale Natuzzi. Since April 11, 2026, he also serves as Chief Commercial Officer of the Group and, since May 1, 2026, also President & CEO North Americas ad interim.\n\nDaniele Tranchini is the Chief Marketing & Communication Officer of the Group. He started his professional career at JWT, where he worked for the agency’s major clients and gained significant experience in the consumer goods, services and retail sectors. From 2004 to 2007, he held the position of Chief Global Sales & Marketing Officer at Natuzzi, before taking on external roles in the management of multinational marketing and communication agencies, first at the WPP Group and then at Publicis Groupe Moment. More recently, together with two partners, he founded Essential Brand Advisory, a consultancy specializing in marketing and communications consultancy, with a particular focus on innovation and sustainability strategies for brands.\n\nDiego Babbo is the Chief Retail Officer of the Group. He started his professional career at McKinsey in 1999 as a Junior Consultant. From 2000 to 2002, he held the position of Retail Senior Buyer, responsible for the purchase of construction and maintenance materials for Kuwait Petroleum Italia S.p.A. In 2002, he joined Natuzzi and took part in the creation of the Retail project, with increasing responsibilities, first as Head of the Retail Design Team, then as Head of the Retail Development department and finally as Head of the Global Retail Division, in charge of the annual store opening plans of the Group’s brands (Natuzzi Italia, Natuzzi Editions and Divani&Divani by Natuzzi) and of the management of the retail operations at a worldwide level. Since May 1, 2026, he also serves as Vice President of Retail North America ad interim.\n\nCodrin Coroama is the Chief Wholesale Officer of the Group. He is responsible for implementing the global sales strategy, managing the gallery network and ensuring the highest standards of customer experience and satisfaction. He is also responsible for overseeing the Grand Distribution business. The first important professional experience started in 2014 as co-founder of LaPizzeria, a successful restaurant chain in Romania, where he worked for 9 years. In 2015, he assumed the role of General Manager at FurnitureDivano in San Diego until 2017. In 2017, he joined the Natuzzi Group as Sales Manager in California & Hawaii. From 2020 to 2022, he served as the Natuzzi Italia Brand Sales manager for the North American Region. In 2022 he became Natuzzi UK\n\n56\n\n[Table of Contents](#toc)\n\n \n\ncountry manager, until the end of that year. He returned to Natuzzi Group in May 2023 as the Global Gallery manager. In April 2024, he assumed the role of Chief Wholesale Officer.\n\nCosimina Ciccarone is the Regional Manager Europe (including the UK) of the Group. She joined the Group in 1997 starting from the Customer Service department. She took on roles of increasing responsibility in the commercial department, becoming Regional Manager APAC in 2019 up to March 2024.\n\nRaffaele Pasqualicchio is the Regional Manager APAC of the Group. He graduated in Business Administration from Bocconi University in 2007 and joined the Group in 2009 as Product Manager. Over the years, he has held positions of increasing responsibility in merchandising and sales, particularly in key account management. In May 2024, he joined the APAC team as Commercial and Operational Planning Manager. In April 2025, he was appointed Regional Manager APAC.\n\nFrancesco Amendola is the Regional Manager Emerging Markets of the Group. He is a qualified interpreter and translator. He started his career with the Natuzzi Group in 2001 in the customer service department. Over time, he took on roles of increasing responsibility, becoming Manager of the Eastern Europe Area in 2012, Country Manager Eastern Europe, Russia, Nordics & Baltic and Benelux in 2016, until becoming Regional Manager Emerging Markets in 2023.\n\nRocco Rella is the Country Manager Italy and he joined the Group in September 2024, after five years at Original Marines S.p.A., where he held the position of International Sales, Marketing & E-Commerce Director. During his previous tenure at Natuzzi, Rocco held positions of increasing responsibility in the Retail and Marketing sectors. In particular, he served as Area Manager and Regional Marketing Manager for the Italian market, and in 2017 he was appointed Marketing Director for the Natuzzi Italia brand, a role in which he led global marketing initiatives until 2019.\n\nCarlo Silvestri is the Chief Financial Officer of the Company, having joined the Group in 2022. With 20 years of experience, he has extensive international experience in luxury brands and is an expert in retail and wholesale logics. He started his career as Internal Auditor at Pirelli & C. S.p.A., where he gained experience in compliance audits in different countries and contexts. He then joined Dolce & Gabbana, first as Group Internal Auditor and then as Asia Pacific Finance & Admin Director at Dolce & Gabbana Hong Kong Ltd. In 2013, he joined the Ferragamo Group as Chief Financial Officer & Retail Excellence Director for Ferragamo Asia, with full responsibility for finance and administration, legal, logistics and IT functions. From 2020, he also took on the responsibility of General Manager for Ferragamo Retail in Hong Kong & Macao, which allowed him to directly influence the retail excellence of the store network in Asia. He holds a degree from Bocconi University and a master’s degree in management and risk control from ISTUD.\n\nPierluigi Binetti is the Chief Internal Audit Officer of the Group. He joined the Group in June 2020 and is responsible for providing assurance to the Board of Directors and the Audit Committee, through the performance of specific audits, that the Group’s processes and internal controls are effective and properly designed to mitigate key business risks. In addition, he is responsible for providing assurance over design and effectiveness of key controls relevant for SOX. During his professional career, he has covered different roles in providing assurance services in primary audit firms, mainly in KPMG S.p.A.\n\nPierangelo Colacicco is the Chief Technology & Digital Innovation Officer and Chief Front Office Customer Officer of the Group. He is responsible for upgrading the Group’s mindset from traditional to digital through the discovery, adoption and implementation of innovative technologies that make processes simpler while improving customer satisfaction and making the brand more competitive. From 2014 to 2018, he was Chief Information Officer (CIO), Process and Organization Director, and from 2007 to 2014 he was CIO of the Group. He joined the Company’s HR & Organization department in 1994. In 1996, he served as a software specialist in the IT department. From 2000 to 2007, he was the IT manager for all sales and distribution processes.\n\nNicola Internullo is the Chief HR, Organization & Legal Officer of the Group. He joined the Company in September 2024 as HR Head for Commercial Department and, since January 2026, has served as Chief HR, Organization & Legal Officer in Natuzzi. Previously, he held several leadership roles in multinational companies. He started his career at L’Oréal Italia S.p.A. in 2006 as HR Talent Acquisition & Employer Branding Manager. He later joined Prada Group and Loro Piana S.p.A. (LVMH), where he led key HR initiatives and strategic projects as VP HR Americas. After leaving Loro Piana S.p.A., he joined O’Gara Coach as Chief People Officer and subsequently Burberry Group plc, where he served as VP HR Americas.\n\nDomenico Ricchiuti has been the Chief Operations Officer of the Group since August 2022. He joined the Group in 2009 as Total Quality and Lean Manager, where he built his professional career by taking on roles of increasing responsibility in lean process and product improvement projects and functions. In 2018, he was promoted to Product Development and Process Innovation Director for all product categories. In this role, he was responsible for coordinating all processes and activities related to product innovation, development, and industrialization, as well as overseeing continuous process improvement on a global scale across all manufacturing sites.\n\n57\n\n[Table of Contents](#toc)\n\n \n\nCompensation of Directors and Officers\n\nAs a matter of Italian law and under our By-laws, the compensation of executive directors, including the CEO, is determined by the board of directors, after consultation with the board of statutory auditors, within a maximum amount established by the Company’s shareholders. The Company’s shareholders determine the base compensation for all members of the board of directors, including non-executive directors. Compensation of the Company’s executive officers (for performing their role as such) is determined by the CEO. None of our directors or senior executive officers is party to a contract with the Company that would entitle such persons to benefits upon the termination of service as a director or employee.\n\nAggregate compensation paid by the Group to the directors and senior executive officers was approximately €4.0 million in 2025.\n\nThe base compensation recognised in 2025 to each member of the Board of Directors as member of the Board of Directors is set forth below:\n\n \n\nName\n\n \n\nYearly Base\nCompensation\n\n \n\nPasquale Natuzzi\n\n \n\n€\n\n-\n\n \n\nPasquale Junior Natuzzi\n\n \n\n€\n\n25,000.00\n\n \n\nAntonia Isabella Perrone\n\n \n\n€\n\n25,000.00\n\n \n\nMarco Caneva\n\n \n\n€\n\n37,500.00\n\n \n\nGiuseppe Antonio D’Angelo\n\n \n\n€\n\n37,500.00\n\n \n\nAlessandro Musella\n\n \n\n€\n\n35,000.00\n\n \n\nGilles Bonan\n\n \n\n€\n\n27,500.00\n\n \n\nPietro Labriola\n\n \n\n€\n\n25,000.00\n\n \n\nMr. Antonio Achille, in his capacity as a member of the board of directors, received a pro-rata base compensation of €215,833.00 in respect of the first seven months of service during the financial year ended December 31, 2025.\n\nAt the meeting of the Company’s Board of Directors held on July 29, 2025, Mr. Pasquale Natuzzi declared that he would waive any compensation until the end of his term of office.\n\nAs in 2024, the Company has decided to suspend the payment of any form of bonus linked to the management by objectives (MBO) incentive system for the year 2025, due to economic and business conditions.\n\nNatuzzi 2022-2026 Stock Option Plan\n\nIn 2022, we adopted the Natuzzi 2022-2026 Stock Option Plan (the “SOP”) to enhance the Company’s ability to attract, retain and motivate persons who are expected to contribute to the Company and its subsidiaries’ success, and align the interests of the Company’s shareholders with those of the beneficiaries under the SOP. The SOP was approved by the Company’s shareholders at an extraordinary shareholders’ meeting held on July 1, 2022. Subject to certain adjustments, the maximum number of Ordinary Shares available to be purchased under the SOP is 5,485,304 Ordinary Shares.\n\nThe following paragraphs describe the principal terms of the SOP:\n\n• Types of awards. The SOP permits the awards of options to purchase Ordinary Shares.\n\n• Award agreements. Awards granted under the SOP are evidenced by an award agreement that sets forth terms, conditions and limitations for each award.\n\n• Eligible participants. The SOP provides for the grant of options to all key employees and directors of the Company and its subsidiaries during the 2022-2026 period.\n\n• Exercise of options. Options granted under the SOP will be exercisable in whole or in part at the terms and conditions set forth in the relevant award agreement, provided that the term of any option granted under the SOP will not exceed May 31, 2028. Pursuant to the relevant award agreement, options may be exercisable subject to the continuation of the relevant working relationship and/or the achievement of performance targets as determined by the Company’s board of directors.\n\n• Exercise price. The exercise price per share subject to an option will be determined by the SOP administrator and set forth in the award agreement.\n\n• Administration. The SOP is administered by the Company’s board of directors, which may delegate some or all of its powers under the SOP to a committee or any director of the Company.\n\n58\n\n[Table of Contents](#toc)\n\n \n\n• Transfer restrictions. Unless otherwise agreed upon by the SOP administrator, awards may not be sold, pledged, transferred or disposed of in any manner other than by will or by the laws of descent or distribution.\n\n• Amendment and termination. The Board may at any time amend or terminate the SOP, but, subject to certain exceptions, no amendment or termination can be made that would materially and adversely affect the rights of any beneficiary under any outstanding award, without his or her consent. The SOP will expire on December 31, 2026. No award will be granted pursuant to the SOP after such termination date, but awards theretofore granted may extend beyond that date.\n\nFor further information on the terms of the SOP see the Natuzzi 2022-2026 Stock Option Plan filed as Exhibit 4.12 to this Annual Report.\n\nIn July 2022, the Company granted stock options to certain key employees of the Group for the purchase of a total of 2,812,560 Ordinary Shares (equivalent to 562,512 ADSs) and increased its share capital from €54,853,045 to €55,073,045. As at December 31, 2022, one beneficiary exercised the vested portion of its options by subscribing for 220,000 Ordinary Shares (equal to 44,000 ADSs) at the exercise price of €1.00 per Ordinary Share (equal to €5.00 per ADS), and paying the applicable purchase price partly in 2022 and partly in 2023.\n\nDuring 2023, no beneficiary exercised the vested portion of its options. The options that were forfeited during 2023 related to one of the 3 beneficiaries of the SOP, as such beneficiary left the Company at the end of February 2024 and was granted a bonus of €0.1 million. See Note 22 to the Consolidated Financial Statements for further details.\n\nDuring 2024, no beneficiary exercised the vested portion of its options.\n\nDuring 2025, the remaining two beneficiaries forfeited their vested stock options upon resigning from the Company. Consequently, as at December 31, 2025, no beneficiary held any outstanding stock options under the SOP.\n\nStatutory Auditors\n\nDuring 2025, the Company’s statutory auditors received approximately €0.2 million in compensation in the aggregate for their services to the Company and its Italian subsidiaries.\n\nAt the Company’s annual general shareholders’ meeting on May 28, 2025, the following individuals were elected to the Company’s board of statutory auditors for a three-year term. The board consists of three members, one of which is the chairman, and two alternates. None of our statutory auditors is party to a contract with the Company that would entitle such person to benefits upon the termination of service as a statutory auditor.\n\n \n\nName\n\n \n\nPosition\n\nFerdinando Parente\n\n \n\nChairman\n\nFrancesco Campobasso\n\n \n\nMember\n\nAlberto Longo\n\n \n\nMember\n\nMichele Loizzo\n\n \n\nAlternate\n\nVito Plantone\n\n \n\nAlternate\n\n \n\n \n\nWe are subject to Rule 10A-3 (“Rule 10A-3”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires, absent an exemption, that a listed company maintain an audit committee composed of members of the issuer’s board of directors that meet certain independence requirements.\n\nThe Company relies on an exemption from the Rule 10A-3 requirements provided by Rule 10A-3(c)(3) of the Exchange Act for foreign private issuers with a board of statutory auditors established in accordance with local law or listing requirements and subject to independence requirements under local law or listing requirements. See “Item 16D. Exemption from Listing Standards for Audit Committees” for more information.\n\n59\n\n[Table of Contents](#toc)\n\n \n\nEmployees\n\nThe following table illustrates the breakdown of the Group’s employees by qualification and location for the periods indicated:\n\n \n\n \n\n \n\nAs of December 31\n\n \n\n \n\nChange\n\n \n\n \n\nChange\n\n \n\nQualification\n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\n2025/2024\n\n \n\n \n\n2024/2023\n\n \n\nTop managers\n\n \n\n \n\n33\n\n \n\n \n\n \n\n31\n\n \n\n \n\n \n\n37\n\n \n\n \n\n \n\n2\n\n \n\n \n\n \n\n(6\n\n)\n\nMiddle managers\n\n \n\n \n\n187\n\n \n\n \n\n \n\n185\n\n \n\n \n\n \n\n201\n\n \n\n \n\n \n\n2\n\n \n\n \n\n \n\n(16\n\n)\n\nClerks\n\n \n\n \n\n672\n\n \n\n \n\n \n\n674\n\n \n\n \n\n \n\n733\n\n \n\n \n\n \n\n(2\n\n)\n\n \n\n \n\n(59\n\n)\n\nLaborers\n\n \n\n \n\n2,301\n\n \n\n \n\n \n\n2,315\n\n \n\n \n\n \n\n2,616\n\n \n\n \n\n \n\n(14\n\n)\n\n \n\n \n\n(301\n\n)\n\nTotal\n\n \n\n \n\n3,193\n\n \n\n \n\n \n\n3,205\n\n \n\n \n\n \n\n3,587\n\n \n\n \n\n \n\n(12\n\n)\n\n \n\n \n\n(382\n\n)\n\n \n\n \n\n \n\nAs of December 31\n\n \n\n \n\nChange\n\n \n\n \n\nChange\n\n \n\nLocation\n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\n \n\n2023\n\n \n\n \n\n2025/2024\n\n \n\n \n\n2024/2023\n\n \n\nItaly\n\n \n\n \n\n1,935\n\n \n\n \n\n \n\n1,974\n\n \n\n \n\n \n\n2,008\n\n \n\n \n\n \n\n(39\n\n)\n\n \n\n \n\n(34\n\n)\n\nOutside Italy\n\n \n\n \n\n1,258\n\n \n\n \n\n \n\n1,231\n\n \n\n \n\n \n\n1,579\n\n \n\n \n\n \n\n27\n\n \n\n \n\n \n\n(348\n\n)\n\nTotal\n\n \n\n \n\n3,193\n\n \n\n \n\n \n\n3,205\n\n \n\n \n\n \n\n3,587\n\n \n\n \n\n \n\n(12\n\n)\n\n \n\n \n\n(382\n\n)\n\n \n\nThe figures set forth above include employees of Natuzzi Vietnam JSC, which came under the control of the Group in 2025.\n\nIn 2025, 47 workers left the Company, of whom 45 departed voluntarily.\n\nIn July 2023, the Company, the relevant trade unions and Italian authorities signed the Early Retirement Agreement, allowing the Company, among other things, to benefit from CIGS for up to 875 workers employed at various plants of the Group until June 30, 2025. In January 2025, the 2015 Solidarity Facility was further extended until October 31, 2025, and in June 2025 the Company, the relevant trade unions and Italian authorities signed the 2025 Solidarity Facility until April 30, 2026. In November 2025, the Company, the relevant trade unions and Italian authorities agreed to i) terminate the 2025 Solidarity Facility effective as of October 31, 2025 and ii) enter into the 2025 CIGS Agreement, allowing the Company to access CIGS for up to 805 workers until December 31, 2025. The 2025 CIGS Agreement has been extended until December 31, 2026, allowing the Company to access CIGS for up to 794 workers.\n\nShare Ownership\n\nMr. Pasquale Natuzzi, founder of the Company, Executive Chairman of the Board of Directors and Chief Executive Officer ad interim, as of the date of this Annual Report, beneficially owns an aggregate amount of 30,967,521 Ordinary Shares, representing 56.2% of the Ordinary Shares outstanding (61.3% of the Ordinary Shares outstanding if the 5.1% of the Ordinary Shares owned by the Natuzzi Family are aggregated).\n\nAs a result, Mr. Natuzzi controls Natuzzi S.p.A., including its management and the selection of the members of its board of directors. Since December 16, 2003, Mr. Natuzzi has held his entire beneficial ownership of Natuzzi S.p.A. shares through INVEST 2003 S.r.l., an Italian holding company wholly-owned by Mr. Natuzzi and having its registered office at Via Gobetti 8, Taranto, Italy.\n\nOn November 6, 2014, INVEST 2003 S.r.l. completed the purchase of 250,000 ADSs, each representing one Ordinary Share at the time of purchase, at a price of U.S.$2.00 per ADS. The purchase was privately negotiated with a single individual and was effected through an escrow arrangement with BNY Mellon.\n\nOn July 30, 2014, INVEST 2003 S.r.l. completed the purchase of 500,000 ADSs, each representing one Ordinary Share at the time of purchase, at a price of U.S. $2.75 per ADS. The purchase was privately negotiated with a single individual and was effected through an escrow arrangement with BNY Mellon. For more information, refer to Schedule 13D (Amendment No. 2), filed with the SEC on September 14, 2014, that amends and supplements the Schedule 13D, filed with the SEC on April 24, 2008 (as amended by Amendment No. 1 filed on April 8, 2013 (“Amendment No. 1”).\n\nThese two purchases, carried out for investment purposes, brought the number of Ordinary Shares beneficially owned by each of Mr. Natuzzi and INVEST 2003 S.r.l. to 30,967,521 (representing 56.2% of the Ordinary Shares outstanding).\n\nBetween September 27, 2011 and April 30, 2013, INVEST 2003 S.r.l. completed the purchase of a total of 859,628 Natuzzi S.p.A. ADSs (each representing one Ordinary Share at the time of purchase, for a total of approximately 1.6% of the Company’s total shares then outstanding), at an average price of U.S.$ 2.37 per ADS. These purchases were made in accordance with a purchase plan undertaken pursuant to Rule 10b-18 (“Purchases of Certain Equity Securities by the Issuer and Others”) promulgated under the Securities Exchange Act of 1934 (the “Rule 10b-18 Plan”).\n\n60\n\n[Table of Contents](#toc)\n\n \n\nOn April 18, 2008, INVEST 2003 S.r.l. purchased 3,293,183 ADSs, each representing one Ordinary Share at the time of purchase, at the price of U.S.$ 3.61 per ADS. For more information, refer to Schedule 13D, filed with the SEC on April 24, 2008, and related Amendment No. 1 to Schedule 13D, filed with the SEC on April 8, 2013.\n\nOn February 8, 2019, the Board of Directors approved a change in the ratio of its ADSs to Ordinary Shares, from one ADS representing one Ordinary Share, to one ADS representing five Ordinary Shares. The effective date of the ratio change was February 21, 2019. There were 4,361,981 ADSs (equivalent to 21,809,905 Ordinary Shares) outstanding as of February 21, 2019.\n\nThe following table sets forth information regarding the beneficial ownership of our Ordinary Shares by our directors and senior executive officers as of the date of this Annual Report.\n\n \n\nName and Address of Directors and Senior Executive Directors*\n\n \n\nNo. of Ordinary Shares\n\n \n\n \n\n% of Ordinary Shares\n\n \n\nPasquale Natuzzi(1)\n\n \n\n \n\n30,967,521\n\n \n\n \n\n \n\n56.2\n\n%\n\nGiuseppe Antonio D’Angelo(2)\n\n \n\n \n\n20\n\n \n\n \n\n \n\n0.0\n\n%\n\nPierangelo Colacicco(3)\n\n \n\n \n\n560\n\n \n\n \n\n \n\n0.0\n\n%\n\n* The business address of our directors and senior executive officers is Via Iazzitiello 47, 70029, Santeramo in Colle, Bari, Italy.\n\n(1) Represents 30,217,521 Ordinary Shares held directly and the residual 750,000 Ordinary Shares held in the form of 150,000 ADSs.\n\n(2) Represents 20 Ordinary Shares held in the form of 4 ADSs.\n\n(3) Represents 560 Ordinary Shares held in the form of 112 ADSs.\n\nFor information on the Natuzzi 2022-2026 Stock Option Plan, see “Item 6. Directors, Senior Management and Employees—Compensation of Directors and Officers—Natuzzi 2022-2026 Stock Option Plan.”\n\n \n\nDisclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNot applicable.\n\n61\n\n[Table of Contents](#toc)"}