newcleo CEO Granted 134,596 Options at $0.0228

The options and Class B Shares carry price-based vesting or conversion conditions, alongside service-vesting terms for the options.

Rhea-AI Filing Summary

newcleo plc Chief Executive Officer and director Stefano Buono received three stock-option grants on September 21, 2026: 134,596, 4,291 and 9,814 options, each with a $0.0228 exercise price. The Company Earnout Bonus Options vest in two 50% portions if Ordinary Share price thresholds of $15.00 and $18.00 are met under specified trading-day tests between September 21, 2026 and September 21, 2031, subject to service conditions. Each grant also has a separate four-anniversary service-vesting schedule.

Separately, 11,960 Class B Shares were issued directly to Buono and 1,921,029 were issued indirectly through Elysia Capital I SCSp. The Class B Shares automatically convert one-for-one into Ordinary Shares in 50% portions if the stated $15.00 and $18.00 price conditions are met during the five-year period beginning September 21, 2026.

Insider Trade Summary

Grant/Award: 2,081,690 shares

Grant/Award 5 txns

Insider Buono Stefano

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy) F1, F2	134,596	$0.00	$0.00
Grant/Award	Stock Options (Right to Buy) F1, F3	4,291	$0.00	$0.00
Grant/Award	Stock Options (Right to Buy) F1, F4	9,814	$0.00	$0.00
Grant/Award	Class B Shares F5	11,960	$0.00	$0.00
Grant/Award	Class B Shares F5	1,921,029	$0.00	$0.00

Holdings After Transaction: Stock Options (Right to Buy) — 148,701 contracts (Direct); Class B Shares — 11,960 contracts (Direct); Class B Shares — 1,921,029 contracts (Indirect, By Elysia Capital I SCSp)

Footnotes (5)

1. F1. Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary Shares under the Business Combination Agreement, dated May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd. (the "BCA"). The Company Earnout Bonus Options vest and become exercisable as follows: (i) 50% if 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% if the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading day within a 30 trading day period, provided that (A) such price attainment occurs between September 21, 2026 and September 21, 2031 and (B) the Company Earnout Bonus Options satisfy applicable service vesting conditions.
2. F2. These stock options vest as to service on each of the first four anniversaries of December 1, 2025, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
3. F3. These stock options vest as to service on each of the first four anniversaries of September 1, 2023, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
4. F4. These stock options vest as to service on each of the first four anniversaries of September 1, 2022, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
5. F5. Reflects the issuance of Class B Shares in accordance with the BCA. 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

Stock options granted: 134,596 options Stock options granted: 4,291 options Stock options granted: 9,814 options +3 more

6 metrics

Stock options granted 134,596 options Reported September 21, 2026; expiration date December 1, 2035

Stock options granted 4,291 options Reported September 21, 2026; expiration date August 31, 2033

Stock options granted 9,814 options Reported September 21, 2026; expiration date August 31, 2032

Option exercise price $0.0228 per share Applies to the three stock-option grants reported September 21, 2026

Class B Shares issued directly 11,960 shares Issued to Stefano Buono on September 21, 2026

Class B Shares held indirectly 1,921,029 shares Held by Elysia Capital I SCSp; reported September 21, 2026

Key Terms

Company Earnout Bonus Options, volume-weighted average price, service vesting conditions, Business Combination Agreement

4 terms

Company Earnout Bonus Options financial

"grant of "Company Earnout Bonus Options" to purchase Ordinary Shares"

volume-weighted average price financial

"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.

service vesting conditions financial

"satisfy applicable service vesting conditions"

Business Combination Agreement technical

"under the 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.

FAQ

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

What option grants did NWCL CEO Stefano Buono receive?

Stefano Buono received three stock-option grants on September 21, 2026: 134,596, 4,291 and 9,814 options, each with a $0.0228 exercise price. Their expiration dates are December 1, 2035, August 31, 2033 and August 31, 2032, respectively.

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

The options vest 50% if 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 50% if it equals or exceeds $18.00 during any trading day within a 30 trading day period. The price conditions must occur between September 21, 2026 and September 21, 2031, and applicable service vesting conditions also apply.

How do NWCL's Class B Shares convert into Ordinary Shares?

The Class B Shares automatically convert and are redesignated into the same number of Ordinary Shares on a one-for-one basis, in two 50% portions. The portions depend on the Ordinary Share price reaching $15.00 or $18.00 under the stated trading-day tests during the period beginning September 21, 2026 and ending on its five-year anniversary.

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

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Available on EDGAR 09/23/2026 - 09:13 PM Accepted by SEC EDGAR 09/23/2026 - 09:12 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^*

Buono Stefano

(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
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		134,596(1)(2)		(1)(2)	12/01/2035	Ordinary Shares	134,596	$0	134,596	D
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		4,291(1)(3)		(1)(3)	08/31/2033	Ordinary Shares	4,291	$0	4,291	D
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		9,814(1)(4)		(1)(4)	08/31/2032	Ordinary Shares	9,814	$0	9,814	D
Class B Shares	(5)	09/21/2026		A		11,960(5)		(5)	(5)	Ordinary Shares	11,960	$0	11,960	D
Class B Shares	(5)	09/21/2026		A		1,921,029(5)		(5)	(5)	Ordinary Shares	1,921,029	$0	1,921,029	I	By Elysia Capital I SCSp

Explanation of Responses:

1. Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary Shares under the Business Combination Agreement, dated May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd. (the "BCA"). The Company Earnout Bonus Options vest and become exercisable as follows: (i) 50% if 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% if the volume-weighted average price per Ordinary Share equals or exceeds $18.00 during any trading day within a 30 trading day period, provided that (A) such price attainment occurs between September 21, 2026 and September 21, 2031 and (B) the Company Earnout Bonus Options satisfy applicable service vesting conditions.

2. These stock options vest as to service on each of the first four anniversaries of December 1, 2025, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

3. These stock options vest as to service on each of the first four anniversaries of September 1, 2023, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

4. These stock options vest as to service on each of the first four anniversaries of September 1, 2022, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

5. Reflects the issuance of Class B Shares in accordance with the BCA. 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 Stefano Buono	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)