newcleo Director Receives 3,432 Stock Options

The award is fully vested as to service, while its two 50% tranches are tied to price thresholds during the stated five-year period.

Available on EDGAR 09/23/2026 - 08:20 PM EDT Accepted by SEC EDGAR 09/23/2026 - 08:06 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

newcleo plc (symbol: NWCL) is the issuer of record for a Form 4 filing submitted to the SEC. de Bourdoncle de Saint Salvy Anne-Francois reported acquisition or exercise transactions in this Form 4 filing.

newcleo plc director Anne-Francois de Bourdoncle de Saint Salvy received a grant of 3,432 Company Earnout Bonus Options on September 21, 2026, exercisable at $0.0228 per Ordinary Share. Her reported option holdings after the grant were 37,766. The options are fully vested as to service, while vesting and exercisability also depend on price thresholds: 50% at $15.00 and 50% at $18.00 under the stated trading-window conditions.

Insider Trade Summary

Grant/Award: 3,432 shares

Grant/Award 1 txn

Insider de Bourdoncle de Saint Salvy Anne-Francois

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy) F1, F2	3,432	$0.00	$0.00

Holdings After Transaction: Stock Options (Right to Buy) — 37,766 contracts (Direct)

Footnotes (2)

1. F1. Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary 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 "BCA"). In accordance with the BCA, the Company Earnout Bonus Options will vest and become exercisable 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.
2. F2. The Company Earnout Bonus Options are fully vested as to service.

Key Figures

Company Earnout Bonus Options granted: 3,432 options Exercise price: $0.0228 per Ordinary Share Reported option holdings after grant: 37,766 options +3 more

6 metrics

Company Earnout Bonus Options granted 3,432 options September 21, 2026

Exercise price $0.0228 per Ordinary Share For the granted options

Reported option holdings after grant 37,766 options Following the September 21, 2026 grant

First price threshold $15.00 per Ordinary Share 50% tranche; threshold applies during any 20 trading days within a 30 trading day period

Second price threshold $18.00 per Ordinary Share 50% tranche; threshold applies during any trading days within a 30 trading day period

Option expiration date June 17, 2035 Company Earnout Bonus Options

Key Terms

Company Earnout Bonus Options, volume-weighted average price, fully vested as to service

3 terms

Company Earnout Bonus Options financial

"grant of "Company Earnout Bonus Options""

volume-weighted average price market

"volume-weighted average price per Ordinary Share"

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.

fully vested as to service financial

"fully vested as to service"

FAQ

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

How many stock options did NWCL director Anne-Francois de Bourdoncle de Saint Salvy receive?

Director Anne-Francois de Bourdoncle de Saint Salvy received a grant of 3,432 Company Earnout Bonus Options on September 21, 2026, exercisable at $0.0228 per Ordinary Share. Her reported option holdings after the grant were 37,766.

What are the vesting conditions for NWCL's Company Earnout Bonus Options?

The options vest and become exercisable in two 50% tranches. One tranche requires the volume-weighted average price per Ordinary Share to equal or exceed $15.00 during any 20 trading days within a 30 trading day period; the other requires it to equal or exceed $18.00 during any trading days within a 30 trading day period. Price attainment must occur from September 21, 2026, through the five-year anniversary.

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

Form 4 Insider Transactions: What Each Field Means →

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

Add on Google Not now

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^*

de Bourdoncle de Saint Salvy Anne-Francois

(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
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		3,432(1)(2)		(1)(2)	06/17/2035	Ordinary Shares	3,432	$0	37,766	D

Explanation of Responses:

1. Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary 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 "BCA"). In accordance with the BCA, the Company Earnout Bonus Options will vest and become exercisable 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.

2. The Company Earnout Bonus Options are fully vested as to service.

	/s/ Kateryna Fedorova, attorney-in-fact for Anne-Francois de Bourdoncle de Saint Salvy	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)