RedCloud Announces Issuance of Shares to Insiders in Private Placement at Price per Share of $0.25 for Aggregate Subscription Price of $7.9 million

The subscription price will be settled against liabilities owed to insiders, rather than providing cash proceeds.

Rhea-AI Summary

RedCloud (RCT) agreed to issue 31.7 million ordinary shares to company insiders through a private placement. The $0.25 per-share price represents an approximately 281% premium to the October 27, 2026 closing price. The $7,925,000 subscription price will be paid by offsetting liabilities owed to the insiders, rather than in cash. RedCloud expects to complete the issuance on or about October 28, 2026.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Insider liabilities will be offset by the $7,925,000 aggregate subscription price. 1.6× market cap
• Minor point$0.25 subscription price represents approximately 281% premium to the October 27, 2026 closing price.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.31.7 million new ordinary shares at $0.25 per share will dilute existing holders.

News Explained

If the agreed issuance proceeds, the additional $31.7 million ordinary shares will increase the total share count and reduce existing holders’ percentage ownership; the release does not quantify the resulting percentage change.

Argus 15 min delay 112 alerts

+1.07% vs previous close $0.07 last price 910.9x rel. volume Open Argus

Details

Market Reaction – RCT

-25.3% Trough in 17 min

$0.06 – $0.11 Day Range

$5.02M Mkt Cap at Last Price

On Oct 28, the day this news came out, the latest delayed price for RCT is 1.07% above the previous close. Argus tracked a trough of -25.3% from its starting point during tracking. Our momentum scanner has recorded 112 alerts for this stock so far that day. The latest delayed price is $0.07. Relative volume is exceptionally heavy at 910.9x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

Shares issued: 31.7 million ordinary shares Price per share: $0.25 Aggregate subscription price: $7,925,000 +3 more

Shares issued

31.7 million ordinary shares

Unregistered shares in the private placement

Price per share

$0.25

Private placement price

Aggregate subscription price

$7,925,000

Paid by offsetting liabilities owed to participating insiders

Christina Byland purchase

30.0 million shares

Largest shareholder

Dr. Nikolaus Senn purchase

1.7 million shares

Shareholder and board member

Expected completion

On or about October 28, 2026

Share issuance

Previous Private placement Reports

2 past events · Latest: Sep 22

Same Type 2 events

1. Sep 22

   Insider private placement

   24h Move

   -3.5%

   CEO placement used liability set-off and issued 74,000 shares at $2.50 each.

2. Aug 27

   Insider private placement

   24h Move

   -0.6%

   Insiders agreed to buy 7.2 million shares at $0.25 per share.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, set-off agreements

2 terms

private placement financial

"issue and sell 31.7 million of its unregistered ordinary shares in a private placement"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

set-off agreements financial

"entered into subscription agreements and set-off agreements with Company insiders"

A contractual arrangement that lets two parties combine what they owe each other and treat the difference as the single amount payable, so one party may deduct (set off) its debt to the other against what the other owes it. Set-off agreements can be mutual or one-sided, can apply while contracts are active or after default/insolvency (often via close-out netting), and their scope and enforceability depend on the contract language and applicable law—statutes or insolvency rules can limit or override a contractual right of set-off.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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London, Oct. 28, 2026 (GLOBE NEWSWIRE) -- RedCloud Holdings plc (the “Company” or “RedCloud”) (Nasdaq: RCT) today announced that it has entered into subscription agreements and set-off agreements with Company insiders pursuant to which the Company agreed to issue and sell 31.7 million of its unregistered ordinary shares in a private placement at a price per share of $0.25, representing a premium of approximately 281% to the closing price of the Company’s ordinary shares on October 27, 2026, for an aggregate subscription price of $7,925,000. The aggregate subscription price will be paid to the Company by offsetting financial liabilities of the Company owed to such Company insiders. The Company expects to complete the issuance on or about October 28, 2026.

Christina Byland, the largest shareholder of the Company, purchased 30.0 million ordinary shares, and Dr. Nikolaus Senn, a shareholder and member of the Company’s Board of Directors, purchased an additional 1.7 million ordinary shares.

The ordinary shares to be issued in connection with the private placement described above are being offered in a private placement and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other applicable jurisdictions’ securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state or other jurisdictions’ securities laws.

This news release does not constitute an offer to sell or the solicitation of an offer to buy the ordinary shares described herein, nor shall there be any sale of these ordinary shares in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About RedCloud Holdings plc

RedCloud Holdings plc (Nasdaq: RCT) builds AI infrastructure for the prediction of FMCG trade. More than $8.4 billion of FMCG transactions have passed through its infrastructure between early 2023 and June 2026, across more than 100,000 customers and 6,700 brands. RedCloud uses this proprietary transaction data to develop RAID (Real-time AI for Distribution), its prediction model for distribution, and deploys its infrastructure and associated products (“RedAI”) either directly or through joint ventures with partners who fund and operate local markets.

RedCloud is a British company registered in London. Justin Floyd is its Founder and Chief Executive Officer. For more information, please visit www.redcloudtechnology.com and connect on LinkedIn.

Forward-Looking Statements

The information in this press release may include forward-looking statements within the meaning of the federal securities laws. These statements generally relate to future events or our future financial or operating performance. Words such as “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “seek,” “forecast,” “target,” “predict,” “may,” “should,” “would,” “could,” and “will,” the negative of these terms and similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict, including, but not limited to, the size and completion of the private placement with Company insiders and the off-setting of financial liabilities owed by the Company to the Company insiders. As a result, actual results could differ materially from those indicated in these forward-looking statements. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements described in “Cautionary Note Regarding Forward-Looking Statements,” “Item 3. Key Information – D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in RedCloud’s most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission, as well as the Company’s periodic reports and other filings with the SEC. RedCloud undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.

Contacts

Investor Relations

investor.relations@redcloudtechnology.com

Media Relations

media@redcloudtechnology.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How will RedCloud's insider private placement be paid for?

The $7,925,000 aggregate subscription price will be paid by offsetting RedCloud's financial liabilities owed to the participating insiders. The transaction therefore settles those liabilities rather than bringing in cash.

Which insiders purchased shares in RedCloud's private placement?

Christina Byland, RedCloud's largest shareholder, purchased 30.0 million ordinary shares, while shareholder and board member Dr. Nikolaus Senn purchased an additional 1.7 million ordinary shares. RedCloud expects to complete the issuance on or about October 28, 2026.