newcleo Director Acquires 374,946 and 110,561 Shares

Conversion into Ordinary Shares depends on two volume-weighted average price thresholds being met during the five-year period beginning September 21, 2026.

Rhea-AI Filing Summary

newcleo plc director Levi Andrea Ruben Osvaldo reported indirect acquisitions on September 21, 2026, held by Parabensa S.r.l. (374,946 Class B Shares) and DAL 1802 Educazione Cultura Salute (110,561 Class B Shares). The shares will automatically convert one-for-one into Ordinary Shares in two 50% portions if the $15.00 volume-weighted average price threshold is met during any 20 trading days within a 30 trading day period and the $18.00 threshold is met during any trading days within a 30 trading day period. Each price attainment must occur between September 21, 2026 and the five-year anniversary.

Insider Trade Summary

Grant/Award: 485,507 shares

Grant/Award 2 txns

Insider Levi Andrea Ruben Osvaldo

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Shares F1	374,946	$0.00	$0.00
Grant/Award	Class B Shares F1	110,561	$0.00	$0.00

Holdings After Transaction: Class B Shares — 374,946 contracts (Indirect, By Parabensa S.r.l.); Class B Shares — 110,561 contracts (Indirect, By DAL 1802 Educazione Cultura Salute)

Footnotes (1)

1. F1. Reflects the issuance of Class B Shares in accordance with that certain Business Combination Agreement, dated as of May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd.. The Class B Shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, as follows: (i) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period and (ii) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading days within a 30 trading day period, provided that such price attainment occurs during the period beginning on September 21, 2026 and ending on the five-year anniversary thereof.

Key Figures

Class B Shares held by Parabensa S.r.l.: 374,946 shares Class B Shares held by DAL 1802 Educazione Cultura Salute: 110,561 shares Volume-weighted average price threshold: $15.00 +1 more

4 metrics

Class B Shares held by Parabensa S.r.l. 374,946 shares Indirect acquisition dated September 21, 2026

Class B Shares held by DAL 1802 Educazione Cultura Salute 110,561 shares Indirect acquisition dated September 21, 2026

Volume-weighted average price threshold $15.00 Applies to 50% conversion upon attainment during any 20 trading days within a 30 trading day period

Volume-weighted average price threshold $18.00 Applies to 50% conversion upon attainment during any trading days within a 30 trading day period

Key Terms

volume-weighted average price, Business Combination Agreement, re-designated

3 terms

volume-weighted average price financial

"the volume-weighted average price per Ordinary Share equals or exceeds $15.00"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

Business Combination Agreement technical

"in accordance with that certain Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

re-designated technical

"convert and be re-designated into the same number of Ordinary Shares"

FAQ

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

How many Class B Shares were reported for NWCL director Levi Andrea Ruben Osvaldo?

The reported indirect acquisitions were 374,946 Class B Shares held by Parabensa S.r.l. and 110,561 Class B Shares held by DAL 1802 Educazione Cultura Salute, both dated September 21, 2026.

What are the NWCL Class B Share conversion conditions?

The shares will automatically convert one-for-one into Ordinary Shares in two 50% portions: one if the $15.00 volume-weighted average price threshold is met during any 20 trading days within a 30 trading day period, and the other if the $18.00 threshold is met during any trading days within a 30 trading day period. Each price attainment must occur between September 21, 2026 and the five-year anniversary.

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

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Available on EDGAR 09/23/2026 - 08:33 PM Accepted by SEC EDGAR 09/23/2026 - 08:33 PM Learn about SEC filing dates

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Levi Andrea Ruben Osvaldo

(Last) (First) (Middle)

55 SOUTH AUDLEY STREET

(Street)

LONDON W1K 2QH

(City) (State) (Zip)

UNITED KINGDOM

(Country)

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

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

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/21/2026

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Shares	(1)	09/21/2026		A		374,946(1)		(1)	(1)	Ordinary Shares	374,946	$0	374,946	I	By Parabensa S.r.l.
Class B Shares	(1)	09/21/2026		A		110,561(1)		(1)	(1)	Ordinary Shares	110,561	$0	110,561	I	By DAL 1802 Educazione Cultura Salute

Explanation of Responses:

1. Reflects the issuance of Class B Shares in accordance with that certain Business Combination Agreement, dated as of May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd.. The Class B Shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, as follows: (i) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period and (ii) 50% in the event the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading days within a 30 trading day period, provided that such price attainment occurs during the period beginning on September 21, 2026 and ending on the five-year anniversary thereof.

	/s/ Kateryna Fedorova, attorney-in-fact for Ruben Andrea Osvaldo Levi	09/23/2026
	** 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 4 (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 4: SEC 1474 (03-26)