RedCloud CEO buys 74K shares at $2.50 in placement

The $185,000 subscription price was settled by offsetting financial liabilities of RedCloud to its chief executive officer.

Rhea-AI Filing Summary

RedCloud Holdings plc (symbol: RCT) is the issuer of record for a Form 4 filing submitted to the SEC. Floyd Justin Beck Hinton reported reported purchase transactions in this Form 4 filing.

RedCloud Holdings plc (RCT) issued and sold 74,000 ordinary shares to Chief Executive Officer and director Floyd Justin Beck Hinton in a private placement on September 22, 2026, at $2.50 per share. The $185,000 aggregate subscription price was paid to the company by offsetting financial liabilities of the company to Hinton. His reported direct holdings after the transaction were 1,661,037 ordinary shares. The transaction was not reported as made under a Rule 10b5-1 plan.

Insider Trade Summary

Net Buyer: 74,000 shares

Net Buy 1 txn

Insider Floyd Justin Beck Hinton

Role Chief Executive Officer

Bought 74,000 shs ($185K)

Type	Security	Shares	Price	Value
Purchase	Ordinary Shares F1	74,000	$2.50	$185K

Holdings After Transaction: Ordinary Shares — 1,661,037 shares (Direct)

Footnotes (1)

1. F1. On September 22, 2026, the Reporting Person entered into a subscription agreement and set-off agreement with the Company pursuant to which the Company issued and sold to the Reporting Person 74,000 ordinary shares of the Company at a subscription price of $2.50 per share, for an aggregate subscription price of $185,000 in connection with a private placement offering. The aggregate subscription price was paid to the Company by offsetting financial liabilities owned by the Company to the Reporting Person of $185,000.

Key Figures

Ordinary shares purchased: 74,000 shares Subscription price per share: $2.50 per share Aggregate subscription price: $185,000 +1 more

4 metrics

Ordinary shares purchased 74,000 shares September 22, 2026 private placement

Subscription price per share $2.50 per share September 22, 2026 transaction

Aggregate subscription price $185,000 Paid by offsetting company financial liabilities to Hinton

Direct holdings after transaction 1,661,037 ordinary shares Reported following the September 22, 2026 transaction

Key Terms

subscription agreement, set-off agreement, private placement offering

3 terms

subscription agreement financial

"entered into a subscription agreement"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

set-off agreement financial

"and set-off agreement with the Company"

A set-off agreement is a contract between two parties that lets them cancel out mutual debts so only the net balance is paid. It works like balancing a shared checkbook: if each side owes the other, they agree to offset those amounts rather than making separate full payments. For investors, this matters because set-off clauses change counterparty credit exposure and can affect how much money is recoverable if one side becomes insolvent.

private placement offering financial

"in connection with a private placement offering"

A private placement offering is when a company sells its stock or bonds directly to a small group of investors instead of offering them to the general public. This allows the company to raise money quickly and privately, often for specific projects or needs, without going through a public stock exchange.

FAQ

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

What did RedCloud Holdings (RCT) CEO Floyd Justin Beck Hinton purchase?

Hinton purchased 74,000 ordinary shares from RedCloud in a private placement on September 22, 2026.

What was the price of the RedCloud (RCT) share purchase?

The subscription price was $2.50 per share, for an aggregate subscription price of $185,000.

How was the $185,000 RedCloud (RCT) subscription price paid?

The company received the subscription price through an offset of $185,000 in financial liabilities of the company to Hinton.

How many RedCloud (RCT) ordinary shares did Hinton hold after the transaction?

Hinton reported direct holdings of 1,661,037 ordinary shares following the transaction.

Was the RedCloud (RCT) purchase reported under a Rule 10b5-1 plan?

No. The transaction was not reported as made under a Rule 10b5-1 plan.

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

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Available on EDGAR 09/23/2026 - 09:25 AM Accepted by SEC EDGAR 09/23/2026 - 09:25 AM 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^*

Floyd Justin Beck Hinton

(Last) (First) (Middle)

124 CITY ROAD

(Street)

LONDON EC1V 2NX

(City) (State) (Zip)

UNITED KINGDOM

(Country)

2. Issuer Name and Ticker or Trading Symbol
RedCloud Holdings plc [ RCT ]

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)
09/22/2026

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	09/22/2026(1)		P		74,000	A	$2.5	1,661,037	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. On September 22, 2026, the Reporting Person entered into a subscription agreement and set-off agreement with the Company pursuant to which the Company issued and sold to the Reporting Person 74,000 ordinary shares of the Company at a subscription price of $2.50 per share, for an aggregate subscription price of $185,000 in connection with a private placement offering. The aggregate subscription price was paid to the Company by offsetting financial liabilities owned by the Company to the Reporting Person of $185,000.

	/s/ Justin Floyd	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)