SEC Form 4 · accession 0000950103-26-014418
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 23, 2026 · 9:12 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 | 134,596 | A | — | Dec 1, 2035 | Ordinary Shares | 134,596 | 134,596 | D |
| Stock Options (Right to Buy)F1,F3 | $0.0228 | Sep 21, 2026 | A | 4,291 | A | — | Aug 31, 2033 | Ordinary Shares | 4,291 | 4,291 | D |
| Stock Options (Right to Buy)F1,F4 | $0.0228 | Sep 21, 2026 | A | 9,814 | A | — | Aug 31, 2032 | Ordinary Shares | 9,814 | 9,814 | D |
| Class B SharesF5 | — | Sep 21, 2026 | A | 11,960 | A | — | — | Ordinary Shares | 11,960 | 11,960 | D |
| Class B SharesF5 | — | Sep 21, 2026 | A | 1,921,029 | A | — | — | Ordinary Shares | 1,921,029 | 1,921,029 | I |
Explanation of responses
- F1Reflects the grant of "Company Earnout Bonus Options" to purchase Ordinary Shares 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 Options vest and become exercisable 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 Options satisfy applicable service vesting conditions.
- F2These stock options vest as to service on each of the first four anniversaries of December 1, 2025, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F3These stock options vest as to service on each of the first four anniversaries of September 1, 2023, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F4These stock options vest as to service on each of the first four anniversaries of September 1, 2022, subject to continued employment on each vesting date and applicable accelerated vesting provisions.
- F5Reflects the issuance of Class B Shares in accordance with the BCA. The Class B Shares will automatically convert and be re-designated into the same number of Ordinary shares, on a one-for-one basis, 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.