SEC Form 4 · accession 0000950103-26-014407
newcleo plc · NWCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Period of report
Sep 21, 2026
Accepted (ET)
Sep 23, 2026 · 8:06 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002131813
Table I — non-derivative securities
No Table I lines on this filing.
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,F2 | $0.0228 | Sep 21, 2026 | A | 3,432 | A | — | Jun 17, 2035 | Ordinary Shares | 3,432 | 37,766 | D |
Explanation of responses
- F1Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary Shares in accordance with that certain Business Combination Agreement, dated as of May 26, 2026, by and between Newhold Investment Corp III, Newcleo1 Ltd., Newcleo2 Ltd., and Newcleo Ltd. (the "BCA"). In accordance with the BCA, the Company Earnout Bonus Options will vest and become exercisable 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.
- F2The Company Earnout Bonus Options are fully vested as to service.