newcleo Awards CFO Jon Stranske 6,729 Stock Units

The award's price tests apply between September 21, 2026 and September 21, 2031, alongside applicable service vesting conditions.

Rhea-AI Filing Summary

newcleo plc (symbol: NWCL) is the issuer of record for a Form 4 filing submitted to the SEC. Stranske Jon reported acquisition or exercise transactions in this Form 4 filing.

newcleo plc (NWCL) Group Chief Financial Officer Jon Stranske received an award of 6,729 Company Earnout Bonus RSUs on September 21, 2026. His reported direct holdings after the award were 74,027 Ordinary Shares.

The award vests 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 apply between September 21, 2026 and September 21, 2031, and applicable service vesting conditions also apply.

Insider Trade Summary

Grant/Award: 6,729 shares

Grant/Award 1 txn

Insider Stranske Jon

Role Group Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares F1	6,729	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 74,027 shares (Direct)

Footnotes (1)

1. F1. Reflects the grant of "Company Earnout Bonus RSUs" 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 RSUs vest 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 RSUs satisfy applicable service vesting conditions.

Key Figures

Company Earnout Bonus RSUs awarded: 6,729 RSUs Direct holdings after award: 74,027 Ordinary Shares First vesting price threshold: $15.00 per Ordinary Share +2 more

5 metrics

Company Earnout Bonus RSUs awarded 6,729 RSUs Award reported for September 21, 2026

Direct holdings after award 74,027 Ordinary Shares Reported following the September 21, 2026 award

First vesting price threshold $15.00 per Ordinary Share Applies to 50% of the award if met during any 20 trading days within a 30 trading day period

Second vesting price threshold $18.00 per Ordinary Share Applies to 50% of the award if met during any trading day within a 30 trading day period

Each vesting portion 50% Each of the two price conditions applies to half of the award

Key Terms

Company Earnout Bonus RSUs, volume-weighted average price, service vesting conditions

3 terms

Company Earnout Bonus RSUs financial

"grant of "Company Earnout Bonus RSUs""

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"

FAQ

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

How many NWCL shares did CFO Jon Stranske receive?

Jon Stranske, Group Chief Financial Officer, received an award of 6,729 Company Earnout Bonus RSUs on September 21, 2026. His reported direct holdings after the award were 74,027 Ordinary Shares.

What are the vesting conditions for NWCL's earnout bonus RSUs?

The award vests in two 50% portions: one 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 the other if it equals or exceeds $18.00 during any trading day within a 30 trading day period. The price conditions apply between September 21, 2026 and September 21, 2031, subject to applicable service vesting conditions.

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

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Available on EDGAR 09/23/2026 - 08:40 PM Accepted by SEC EDGAR 09/23/2026 - 08:40 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^*

Stranske Jon

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Group Chief Financial 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
Ordinary Shares	09/21/2026		A		6,729(1)	A	$0	74,027	D

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

Explanation of Responses:

1. Reflects the grant of "Company Earnout Bonus RSUs" 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 RSUs vest 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 RSUs satisfy applicable service vesting conditions.

	/s/ Kateryna Fedorova, attorney-in-fact for Jon Stranske	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)