SEC Form 3 · accession 0000950103-26-014290
newcleo plc · NWCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elisabeth Rizzotti
Officer — Deputy CEO and COO · Director
Period of report
Sep 21, 2026
Accepted (ET)
Sep 21, 2026 · 9:06 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002131813
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares | holding | — | — | — | 324,472 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (Right to Buy)F1 | $0.0228 | holding | — | — | — | — | Dec 1, 2035 | Ordinary Shares | 961,400 | — | D |
| Stock Options (Right to Buy)F2 | $0.0228 | holding | — | — | — | — | Aug 31, 2034 | Ordinary Shares | 37,597 | — | D |
| Stock Options (Right to Buy)F3 | $0.0228 | holding | — | — | — | — | Aug 31, 2033 | Ordinary Shares | 74,164 | — | D |
| Stock Options (Right to Buy)F4 | $0.0228 | holding | — | — | — | — | Aug 31, 2032 | Ordinary Shares | 124,180 | — | D |
Explanation of responses
- F1Reflects stock options granted on December 1, 2025 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F2Reflects stock options granted on September 1, 2024 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F3Reflects stock options granted on September 1, 2023 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F4Reflects stock options granted on September 1, 2022 that are subject to time-based vesting that vest 25% on each of the first four anniversaries of the grant date, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
Remarks
Exhibit List: Exhibit 24 - Power of Attorney