newcleo Executive Acquires 32,447 Shares, Gets Options

newcleo plc (NWCL) reports that Elisabeth Rizzotti, a director and Deputy Chief Executive Officer and Chief Operating Officer, received four stock-option grants on September 21, 2026: 96,140, 3,759, 7,416 and 12,418 options.

Rhea-AI Filing Summary

newcleo plc (NWCL) reports that Elisabeth Rizzotti, a director and Deputy Chief Executive Officer and Chief Operating Officer, received four stock-option grants on September 21, 2026: 96,140, 3,759, 7,416 and 12,418 options. Each has a $0.0228 exercise price. The Company Earnout Bonus Options have market-price milestones and service-vesting conditions. No Rule 10b5-1 plan is reported.

Rizzotti also acquired 32,447 Class B Shares, with 32,447 reported following the transaction. The shares are to convert one-for-one into the same number of Ordinary Shares in two 50% tranches when the stated $15.00 and $18.00 price milestones are met during the specified trading-day periods, within the period beginning September 21, 2026 and ending on its five-year anniversary.

Insider Trade Summary

Grant/Award: 152,180 shares

Grant/Award 5 txns

Insider Rizzotti Elisabeth

Role Deputy Ch Ex Off & Ch Oper Off

Type	Security	Shares	Price	Value
Grant/Award	Stock Options (Right to Buy) F1, F2	96,140	$0.00	$0.00
Grant/Award	Stock Options (Right to Buy) F1, F3	3,759	$0.00	$0.00
Grant/Award	Stock Options (Right to Buy) F1, F4	7,416	$0.00	$0.00
Grant/Award	Stock Options (Right to Buy) F1, F5	12,418	$0.00	$0.00
Grant/Award	Class B Shares F6	32,447	$0.00	$0.00

Holdings After Transaction: Stock Options (Right to Buy) — 119,733 contracts (Direct); Class B Shares — 32,447 contracts (Direct)

Footnotes (6)

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, 2024, 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, 2023, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
5. F5. 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.
6. F6. 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: 96,140 options Stock options granted: 3,759 options Stock options granted: 7,416 options +5 more

8 metrics

Stock options granted 96,140 options Grant reported for September 21, 2026; expiration December 31, 2035

Stock options granted 3,759 options Grant reported for September 21, 2026; expiration August 31, 2034

Stock options granted 7,416 options Grant reported for September 21, 2026; expiration August 31, 2033

Stock options granted 12,418 options Grant reported for September 21, 2026; expiration August 31, 2032

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

Class B Shares acquired 32,447 shares 32,447 shares reported following the transaction on September 21, 2026

First price milestone $15.00 per Ordinary Share Earnout option and Class B Share conversion condition

Second price milestone $18.00 per Ordinary Share Earnout option and Class B Share conversion condition

Key Terms

Company Earnout Bonus Options, volume-weighted average price per Ordinary Share, service vesting conditions, one-for-one basis

4 terms

Company Earnout Bonus Options financial

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

volume-weighted average price per Ordinary Share financial

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

service vesting conditions financial

"satisfy applicable service vesting conditions"

one-for-one basis technical

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

FAQ

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

How many options and Class B Shares did NWCL's officer receive?

On September 21, 2026, Elisabeth Rizzotti received grants of 96,140, 3,759, 7,416 and 12,418 stock options, each with a $0.0228 exercise price, and acquired 32,447 Class B Shares. No Rule 10b5-1 plan is reported.

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. Price attainment must occur between September 21, 2026 and September 21, 2031, and applicable service vesting conditions also apply. Service vesting occurs on each of the first four anniversaries of December 1, 2025 for 96,140 options; September 1, 2024 for 3,759; September 1, 2023 for 7,416; and September 1, 2022 for 12,418. Continued employment and applicable accelerated vesting provisions apply.

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

The 32,447 Class B Shares automatically convert and be re-designated one-for-one into the same number of Ordinary Shares in two 50% tranches. The first price condition is a volume-weighted average price per Ordinary Share of at least $15.00 during any 20 trading days within a 30 trading day period; the second is at least $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 of that date.

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

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Available on EDGAR 09/23/2026 - 09:11 PM Accepted by SEC EDGAR 09/23/2026 - 09:10 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^*

Rizzotti Elisabeth

(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)
	Deputy Ch Ex Off & Ch Oper Off

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		96,140(1)(2)		(1)(2)	12/31/2035	Ordinary Shares	96,140	$0	96,140	D
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		3,759(1)(3)		(1)(3)	08/31/2034	Ordinary Shares	3,759	$0	3,759	D
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		7,416(1)(4)		(1)(4)	08/31/2033	Ordinary Shares	7,416	$0	7,416	D
Stock Options (Right to Buy)(1)	$0.0228	09/21/2026		A		12,418(1)(5)		(1)(5)	08/31/2032	Ordinary Shares	12,418	$0	12,418	D
Class B Shares	(6)	09/21/2026		A		32,447(6)		(6)	(6)	Ordinary Shares	32,447	$0	32,447	D

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, 2024, 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, 2023, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

5. 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.

6. 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 Elisabeth Rizzotti	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)