Elisabeth Rizzotti - 21 Sep 2026 Form 4 Insider Report for newcleo plc (NWCL)

Reporting relationship: Deputy Ch Ex Off & Ch Oper Off, Director
Issuer ticker: NWCL
Reported as of: 21 Sep 2026
Net transaction value: $0
SEC form: 4
Accepted by SEC: 23 Sep 2026, 21:10:02 UTC
Source filing: View source filing
Reporting owner signature: /s/ Kateryna Fedorova, attorney-in-fact for Elisabeth Rizzotti

Key filing fact

Elisabeth Rizzotti filed Form 4 for newcleo plc (NWCL) on 23 Sep 2026.

Key facts

This page summarizes Elisabeth Rizzotti's Form 4 filing for newcleo plc (NWCL).
5 reported transactions and 5 derivative rows are listed below.
Accepted by SEC: 23 Sep 2026, 21:10.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0002147651 Primary reporting owner

Rizzotti Elisabeth

Relationship: Deputy Ch Ex Off & Ch Oper Off, Director
Address: 55 SOUTH AUDLEY STREET, LONDON, UNITED KINGDOM
Signature: /s/ Kateryna Fedorova, attorney-in-fact for Elisabeth Rizzotti
Signature date: 23 Sep 2026

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

NWCL transaction Derivative

Stock Options (Right to Buy)

Award

Transaction value
Shares: +96,140
Change %
Price: $0.000000^*
Shares after: 96,140
Date: 21 Sep 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 96,140
Exercise price: $0.0228
Footnotes: F1, F2

NWCL transaction Derivative

Stock Options (Right to Buy)

Award

Transaction value
Shares: +3,759
Change %
Price: $0.000000^*
Shares after: 3,759
Date: 21 Sep 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 3,759
Exercise price: $0.0228
Footnotes: F1, F3

NWCL transaction Derivative

Stock Options (Right to Buy)

Award

Transaction value
Shares: +7,416
Change %
Price: $0.000000^*
Shares after: 7,416
Date: 21 Sep 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 7,416
Exercise price: $0.0228
Footnotes: F1, F4

NWCL transaction Derivative

Stock Options (Right to Buy)

Award

Transaction value
Shares: +12,418
Change %
Price: $0.000000^*
Shares after: 12,418
Date: 21 Sep 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 12,418
Exercise price: $0.0228
Footnotes: F1, F5

NWCL transaction Derivative

Class B Shares

Award

Transaction value
Shares: +32,447
Change %
Price: $0.000000^*
Shares after: 32,447
Date: 21 Sep 2026
Ownership: Direct
Underlying class: Ordinary Shares
Underlying amount: 32,447
Exercise price
Footnotes: F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

Reflects 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.

Footnote F2

These 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.

Footnote F3

These stock options vest as to service on each of the first four anniversaries of September 1, 2024, subject to continued employment on each vesting date and applicable accelerated vesting provisions.

Footnote F4

These 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.

Footnote F5

These 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.

Footnote F6

Reflects 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.