Newcleo (NWCL) Director Anne‑Francois de Bourdoncle Receives Award

What Happened

• Anne‑Francois de Bourdoncle de Saint Salvy, a director of Newcleo plc (NWCL), was granted 3,432 "Company Earnout Bonus Options" on 2026-09-21. The grant was reported as an award (derivative) with an acquisition price of $0.00, so no cash changed hands. These are options (not immediate shares) and have contingent exercisability based on share-price milestones.

Key Details

• Transaction date: 2026-09-21; Filing date: 2026-09-23 (filed within the standard Form 4 reporting window).
• Grant: 3,432 Company Earnout Bonus Options; reported price $0.00 (derivative award).
• Vesting/exercise conditions (per filing footnote): 50% become exercisable if VWAP ≥ $15.00 during any 20 trading days within a 30-trading-day period; remaining 50% become exercisable if VWAP ≥ $18.00 during any 20 trading days within a 30-trading-day period. These price tests must occur between 9/21/2026 and the five-year anniversary of that date.
• Service vesting: The options are fully vested as to service (they do not require continued service to vest), but exercise is contingent on the price milestones.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Filing timeliness: Not reported late (filed within two business days of the transaction).

Context

• These are earnout/bonus options tied to a Business Combination Agreement (May 26, 2026) and depend on future share-price performance; they do not represent immediately tradable shares or realized value. For retail investors, such awards signal potential upside if Newcleo meets the VWAP thresholds, but they carry no guaranteed cash value until and unless the exercise conditions are satisfied.