newcleo CEO reports indirect ownership of 19.2M shares

The reported options vest 25% on each of the first four anniversaries of their grant dates, subject to continued employment and applicable accelerated vesting provisions.

Rhea-AI Filing Summary

newcleo plc Chief Executive Officer Stefano Buono reported direct ownership of 119,603 ordinary shares and indirect beneficial ownership of 19,210,290 ordinary shares held by Elysia Capital I SCSp; he has sole voting and dispositive power over those entity-held shares. On September 21, 2026, he also reported direct options over 1,345,960 ordinary shares, expiring December 1, 2035; 42,919 shares, expiring August 31, 2033; and 98,143 shares, expiring August 31, 2032. Each option has an exercise price of 0.0228.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider Buono Stefano

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Stock Options (Right to Buy) F2	--	--	--
holding	Stock Options (Right to Buy) F3	--	--	--
holding	Stock Options (Right to Buy) F4	--	--	--
holding	Ordinary Shares	--	--	--
holding	Ordinary Shares F1	--	--	--

Holdings After Transaction: Stock Options (Right to Buy) — 1,487,022 contracts (Direct); Ordinary Shares — 119,603 shares (Direct); Ordinary Shares — 19,210,290 shares (Indirect, See Footnote)

Footnotes (4)

1. F1. Represents Ordinary Shares held by Elysia Capital I SCSp. The Reporting Person is the beneficial owner of the Ordinary Shares held by Elysia Capital I SCSp and has sole voting and dispositive power of the Ordinary Shares held by such entity.
2. F2. Represents stock options granted on December 1, 2025 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
3. F3. Represents stock options granted on September 1, 2023 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
4. F4. Represents stock options granted on September 1, 2022 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

Key Figures

Direct ordinary shares: 119,603 shares Indirect ordinary shares held by Elysia Capital I SCSp: 19,210,290 shares Underlying ordinary shares, options expiring December 1, 2035: 1,345,960 shares +3 more

6 metrics

Direct ordinary shares 119,603 shares Reported September 21, 2026

Indirect ordinary shares held by Elysia Capital I SCSp 19,210,290 shares Reported September 21, 2026

Underlying ordinary shares, options expiring December 1, 2035 1,345,960 shares Direct stock options

Underlying ordinary shares, options expiring August 31, 2033 42,919 shares Direct stock options

Underlying ordinary shares, options expiring August 31, 2032 98,143 shares Direct stock options

Exercise price 0.0228 For each of the three reported direct stock-option positions

Key Terms

beneficial owner, sole voting and dispositive power, time-based vesting, accelerated vesting provisions

4 terms

beneficial owner regulatory

"beneficial owner of the Ordinary Shares held by Elysia Capital I SCSp"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

sole voting and dispositive power regulatory

"has sole voting and dispositive power of the Ordinary Shares"

time-based vesting financial

"subject to time-based vesting"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

accelerated vesting provisions financial

"applicable accelerated vesting provisions"

FAQ

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

How many NWCL ordinary shares did Stefano Buono report holding?

Stefano Buono reported direct ownership of 119,603 ordinary shares and indirect beneficial ownership of 19,210,290 ordinary shares held by Elysia Capital I SCSp. He has sole voting and dispositive power over the entity-held shares.

What stock options did NWCL CEO Stefano Buono report?

He reported direct options over 1,345,960 ordinary shares expiring December 1, 2035, 42,919 shares expiring August 31, 2033, and 98,143 shares expiring August 31, 2032. Each option has an exercise price of 0.0228.

How do Stefano Buono's NWCL options vest?

Options granted December 1, 2025, September 1, 2023, and September 1, 2022 each vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

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

Understanding Insider Trading Forms →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/23/2026 - 08:20 PM Accepted by SEC EDGAR 09/21/2026 - 09:12 PM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Buono Stefano

(Last) (First) (Middle)

55 SOUTH AUDLEY STREET

(Street)

LONDON W1K2QH

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/21/2026

3. Issuer Name and Ticker or Trading Symbol
newcleo plc [ NWCL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	119,603	D
Ordinary Shares	19,210,290	I	See Footnote(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	(2)	12/01/2035	Ordinary Shares	1,345,960	$0.0228	D
Stock Options (Right to Buy)	(3)	08/31/2033	Ordinary Shares	42,919	$0.0228	D
Stock Options (Right to Buy)	(4)	08/31/2032	Ordinary Shares	98,143	$0.0228	D

Explanation of Responses:

1. Represents Ordinary Shares held by Elysia Capital I SCSp. The Reporting Person is the beneficial owner of the Ordinary Shares held by Elysia Capital I SCSp and has sole voting and dispositive power of the Ordinary Shares held by such entity.

2. Represents stock options granted on December 1, 2025 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

3. Represents stock options granted on September 1, 2023 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

4. Represents stock options granted on September 1, 2022 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Kateryna Fedorova, attorney-in-fact for Stefano Buono	09/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)