SEC Form 3 · accession 0000950103-26-014294
newcleo plc · NWCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stefano Buono
Officer — Chief Executive Officer · Director
Period of report
Sep 21, 2026
Accepted (ET)
Sep 21, 2026 · 9:12 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 | — | — | — | 119,603 | D | ||
| Ordinary SharesF1 | holding | — | — | — | 19,210,290 | I | See Footnote |
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)F2 | $0.0228 | holding | — | — | — | — | Dec 1, 2035 | Ordinary Shares | 1,345,960 | — | D |
| Stock Options (Right to Buy)F3 | $0.0228 | holding | — | — | — | — | Aug 31, 2033 | Ordinary Shares | 42,919 | — | D |
| Stock Options (Right to Buy)F4 | $0.0228 | holding | — | — | — | — | Aug 31, 2032 | Ordinary Shares | 98,143 | — | D |
Explanation of responses
- F1Represents Ordinary Shares held by Elysia Capital I SCSp. The Reporting Person is the beneficial owner of the Ordinary Shares held by Elysia Capital I SCSp and has sole voting and dispositive power of the Ordinary Shares held by such entity.
- F2Represents 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.
- F3Represents 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.
- F4Represents 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