Newcleo (NWCL) Director Levi Osvaldo Receives Award of 485,507 Shares

What Happened
Levi Andrea Ruben Osvaldo, a director of Newcleo plc (NWCL), received two awards on 2026-09-21 totaling 485,507 derivative shares (374,946 + 110,561) at $0.00 per share. These were reported as grants/awards (derivative securities) rather than open-market purchases or sales. The awards are Class B Shares that will convert into the same number of Ordinary Shares on a one-for-one basis only if specified volume-weighted average price (VWAP) milestones are achieved.

Key Details

• Transaction date: 2026-09-21; Filing date: 2026-09-23 (Form 4 accession 0000950103-26-014412) — filing appears timely (within the usual two-business-day window).
• Shares granted: 374,946 and 110,561 (total 485,507); acquisition price: $0.00 (derivative award).
• Shares owned after transaction: not disclosed in the provided report.
• Footnote (F1): Grants reflect issuance of Class B Shares under the Business Combination Agreement dated May 26, 2026. The Class B Shares convert 1-for-1 into Ordinary Shares as follows: 50% convert if VWAP ≥ $15.00 for any 20 trading days within a 30-day period; the remaining 50% convert if VWAP ≥ $18.00 for any 20 trading days within a 30-day period. Conversion window runs from Sept 21, 2026, to the five-year anniversary.
• Transaction code: A = Award/Grant (not a purchase or sale).

Context
This was a conditional award tied to stock-price performance metrics, not an open-market purchase (which is often viewed as a more direct bullish signal). Such grants are commonly part of compensation or equity incentive arrangements and only convert to ordinary shares if the company hits the specified VWAP milestones within the five-year period.