newcleo Issues 2.03M Class B Shares Held Indirectly

Two 50% conversion tranches are tied to $15.00 and $18.00 volume-weighted average price thresholds during the stated five-year period.

Rhea-AI Filing Summary

newcleo plc reported the issuance of 2,030,119 Class B Shares, held indirectly through FIN POSILLIPO S.p.A. Director Raffaele Petrone reported the transaction on September 21, 2026, under a Business Combination Agreement.

The shares will automatically convert and be re-designated into the same number of Ordinary Shares, on a one-for-one basis, in two 50% tranches. One tranche is triggered 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; the other is triggered if it equals or exceeds $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.

Insider Trade Summary

Grant/Award: 2,030,119 shares

Grant/Award 1 txn

Insider Petrone Raffaele

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class B Shares F1	2,030,119	$0.00	$0.00

Holdings After Transaction: Class B Shares — 2,030,119 contracts (Indirect, By FIN POSILLIPO S.p.A.)

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 issued: 2,030,119 shares Ordinary Shares underlying conversion: 2,030,119 shares First tranche VWAP threshold: $15.00 per Ordinary Share +1 more

4 metrics

Class B Shares issued 2,030,119 shares September 21, 2026; held indirectly through FIN POSILLIPO S.p.A.

Ordinary Shares underlying conversion 2,030,119 shares Same number of Ordinary Shares on a one-for-one basis

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

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

Key Terms

volume-weighted average price, Business Combination Agreement, one-for-one basis, re-designated

4 terms

volume-weighted average price financial

"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.

one-for-one basis technical

"into the same number of Ordinary Shares, on a one-for-one basis"

re-designated technical

"automatically convert and be re-designated into the same number"

FAQ

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

How many NWCL Class B Shares were reported in the transaction?

The reported issuance was 2,030,119 Class B Shares, held indirectly through FIN POSILLIPO S.p.A. Director Raffaele Petrone reported the transaction on September 21, 2026.

Was the NWCL transaction reported under a Rule 10b5-1 plan?

No Rule 10b5-1 plan is reported for the transaction.

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

Form 4 Insider Transactions: What Each Field Means →

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Available on EDGAR 09/23/2026 - 08:38 PM Accepted by SEC EDGAR 09/23/2026 - 08:37 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^*

Petrone Raffaele

(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		2,030,119(1)		(1)	(1)	Ordinary Shares	2,030,119	$0	2,030,119	I	By FIN POSILLIPO S.p.A.

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 Raffaele Petrone	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)