{"url_path":"/sec/ntz/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS","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":1575,"has_tables":true,"body_markdown":"## ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS\n\nMajor Shareholders\n\nThe following table sets forth information, as of the date of this Annual Report, with respect to each person who beneficially owns 5% or more of the Company’s Ordinary Shares or ADSs:\n\n \n\n \n\n \n\nNumber of\nOrdinary Shares\nowned\n\n \n\n \n\nPercent\nowned\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\nMr. David L. Kanen (2)\n\n \n\n \n\n10,810,680\n\n \n\n \n\n \n\n19.6\n\n%\n\n \n\n(1)\nIncludes ADSs purchased on April 18, 2008, purchases made from September 27, 2011 through April 30, 2013 under the Rule 10b-18 plan and two privately negotiated purchases executed on July 30, 2014 and November 6, 2014. If Mr. Natuzzi’s Ordinary Shares are aggregated with those held by members of the Natuzzi Family, the amount owned would be 33,767,521 and the percentage ownership of Ordinary Shares would be 61.3%.\n\n(2)\nAggregate amount beneficially owned by Kanen Wealth Management LLC (“KWM”) based on the Form 13F for the quarter ended December 31, 2025, filed by KWM with the SEC on February 18, 2026. Mr. Kanen is the president and portfolio manager of KWM.\n\nAs indicated in “Item 6. — Share Ownership,” 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\nIn addition, the Natuzzi Family has a right of first refusal to purchase all the rights, warrants or other instruments which BNY, as Depositary under the Deposit Agreement, determines may not lawfully or feasibly be made available to owners of ADSs in connection with each right offering, if any, made to holders of Ordinary Shares. None of the shares held by the above shareholders has any special voting rights.\n\nAs of December 31, 2025, the Company’s share capital, which is totally authorized and issued, is composed of 55,073,045 ordinary shares with par value of Euro 1 each, for a total of Euro 55,073 thousand.\n\nAs of March 31, 2026, there were 4,406,652 ADSs (equivalent to 22,033,260 Ordinary Shares) outstanding. The ADSs represented 40.0% of the total number of Natuzzi Ordinary Shares issued and outstanding.\n\nOn February 8, 2019, the Board of Directors approved the Ratio Change, which became effective on February 21, 2019. There were 4,361,981 ADSs (equivalent to 21,809,905 Ordinary Shares) outstanding as of February 21, 2019.\n\nFor ADS holders, the Ratio Change had the same effect as a one-for-five reverse ADS split. No new shares were issued in connection with the Ratio Change. As a result of the Ratio Change, the price of the Company’s ADSs automatically increased proportionally.\n\nSince certain Ordinary Shares and ADSs are held by brokers or other nominees, the number of direct record holders in the U.S. may not be fully indicative of the number of direct beneficial owners in the U.S. or of where the direct beneficial owners of such shares are resident.\n\n62\n\n[Table of Contents](#toc)\n\n \n\nRelated Party Transactions\n\nThe table below sets forth, in millions of Euro, information about transactions entered into with associates, joint ventures and other related parties as at December 31, 2025 and 2024. See Note 45 to the Consolidated Financial Statements for further details.\n\n \n\n \n\n \n\n31/12/2025\n\n \n\n \n\n31/12/2024\n\n \n\nIncome\n\n \n\n \n\n33.2\n\n \n\n \n\n \n\n34.6\n\n \n\nCost\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nDividends received\n\n \n\n \n\n2.0\n\n \n\n \n\n \n\n—\n\n \n\nAmount owned by related parties\n\n \n\n \n\n8.0\n\n \n\n \n\n \n\n8.5\n\n \n\nAmount due to related parties\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nThe table below sets forth, in millions of Euro, information about transactions entered into with directors of the Group as at December 31, 2025 and 2024. See Note 45 to the Consolidated Financial Statements for further details.\n\n \n\n \n\n \n\n31/12/2025\n\n \n\n \n\n31/12/2024\n\n \n\nIncome\n\n \n\n \n\n3.5\n\n \n\n \n\n \n\n3.1\n\n \n\nCost\n\n \n\n \n\n4.4\n\n \n\n \n\n \n\n4.8\n\n \n\nAmount owned by related parties\n\n \n\n \n\n0.8\n\n \n\n \n\n \n\n0.9\n\n \n\nAmount due to related parties\n\n \n\n \n\n1.0\n\n \n\n \n\n \n\n0.7\n\n \n\n \n\nIn light of the extraordinary challenges imposed by COVID-19 on the Group, on February 28, 2020, the Company’s majority shareholder entered into an agreement with it setting forth its undertaking, should the Company so request, to make advance payments of up to €15.0 million to satisfy the subscription price of a future rights issue. On February 28, 2020, the Company requested an initial payment of €2.5 million which it received on March 2, 2020. Therefore, as at December 31, 2023, the amount of €2.5 million to be paid back to the majority shareholder has been included in the caption “Other payables” of the statement of financial position. On April 9, 2024, a new agreement was executed, terminating the previous agreement entered into on February 28, 2020 and converting the aforementioned €2.5 million into a loan agreement effective from March 31, 2024, with maturity on March 31, 2027, and subject to an interest rate of 2.5%. As at December 31, 2025, the outstanding debt amounts to €2.4 million. See Notes 20 and 45 to the Consolidated Financial Statements.\n\nOn November 21, 2025, the Company entered into a Credit Facility Agreement with INVEST 2003 S.r.l. to support the Company’s financial needs in connection with the implementation of its industrial restructuring plan. Under the Credit Facility Agreement, INVEST 2003 S.r.l. committed to make available to the Company an interest-free loan of up to €15.0 million, in one or more tranches upon the Company’s request, until December 31, 2026. Any disbursed loan tranches may be converted into equity contributions in the event of a future capital increase resolved by the Company; in the absence of such a capital increase, any disbursed amounts shall be repayable by December 31, 2028. The Company requested and received two tranches of €5.0 million each—on November 27, 2025 and on December 18, 2025, respectively—for an aggregate amount of €10.0 million. On March 31, 2026, the Company and INVEST 2003 S.r.l. entered into a further agreement pursuant to which the total outstanding amount owed by the Company to INVEST 2003 S.r.l. as at that date, amounting to €12.5 million in aggregate (comprising the €2.5 face value million principal outstanding under the loan agreement entered into on April 9, 2024 and the €10.0 million disbursed under the Credit Facility Agreement), was irrevocably reclassified as an advance payment on account of a future capital increase (versamento in conto futuro aumento di capitale) (the “Reclassification Agreement”). See Notes 20 and 45 to the Consolidated Financial Statements. A copy of the Credit Facility Agreement and a copy of the Reclassification Agreement are attached as Exhibit 4.7 and Exhibit 4.8, respectively, to this Annual Report.\n\nAdditionally, on March 25, 2025, Natuzzi Americas, a wholly-owned U.S. subsidiary of the Company, entered into a sale and purchase agreement with The Steel Vessel Corporation, a Delaware corporation affiliated with the Company’s majority shareholder, pursuant to which Natuzzi Americas transferred the ownership of the property located in High Point, North Carolina, USA (including, without limitation, the land, all buildings, structures and improvements thereon, all rights, privileges and easements appurtenant thereto, all mechanical systems, business records, advertisements and equipment, and other related intangible assets) to The Steel Vessel Corporation, for a total consideration of U.S.$12.1 million (€11.6 million). A preliminary agreement was entered into between the same parties on October 17, 2024, pursuant to which U.S.$3.8 million (€3.5 million) was deposited by The Steel Vessel Corporation with Natuzzi Americas as earnest money. The remaining balance of U.S.$8.3 million (€8.1 million) was collected by Natuzzi Americas on the date of the closing agreement, March 25, 2025. Subsequent to the sale of the High Point property, on the same date of March 25, 2025, the same parties entered into a lease agreement pursuant to which The Steel Vessel Corporation, as lessor, leased the High Point property to Natuzzi Americas, as lessee. The lease has a term of 9 years and 9 months, expiring on December 31, 2034, and an annual rent of U.S.$0.7 million (€0.7 million). Natuzzi Americas will continue to sublease portions of the High Point building that it does not intend to use for the Group’s needs. The transaction was reviewed by the Company’s Related\n\n63\n\n[Table of Contents](#toc)\n\n \n\nParties Committee, in compliance with the Group’s Related Parties Policy, which determined that the sale price offered by The Steel Vessel Corporation represented fair value, based on a third-party appraisal carried out in October 2024. See Notes 7, 45 and 46 to the Consolidated Financial Statements included in this Annual Report. A copy of the sale and purchase agreement and a copy of the lease agreement are attached as Exhibit 4.9 and Exhibit 4.10, respectively, to this Annual Report.\n\nIn June 2024, Natuzzi Singapore granted a loan of U.S.$ 1.4 million to TTF, a minority shareholder of Natuzzi Singapore, for a 12-month term, renewable for an additional 12 months. The agreed interest rate, set at U.S.$ 1-Month Libor minus 0.25%, matches the interest rate Natuzzi Singapore would have obtained from a bank deposit. In August 2025, such loan was renewed for an additional 12-month term. See Notes 17 and 45 to the Consolidated Financial Statements included in this Annual Report.\n\nOther than the foregoing transactions, neither the Company nor any of its subsidiaries was a party to a transaction, nor have granted, or have been granted, any loans, with a related party that was material to the Company or the related party, or any transaction that was unusual in its nature or conditions, involving goods, services, or tangible or intangible assets, nor is any such transaction presently proposed. For further details on related party transactions, see Note 45 to the Consolidated Financial Statements."}