SEC Form 4 · accession 0000950103-26-014415
newcleo plc · NWCL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jon Stranske
Officer — Group Chief Financial Officer
Period of report
Sep 21, 2026
Accepted (ET)
Sep 23, 2026 · 8:40 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0002131813
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1 | Sep 21, 2026 | A | 6,729 | $0.00 | A | 74,027 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Reflects the grant of "Company Earnout Bonus RSUs" 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 RSUs vest 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 RSUs satisfy applicable service vesting conditions.