Newcleo (NWCL) Director Raffaele Petrone Receives 2.03M Shares

What Happened

• Raffaele Petrone, a director of Newcleo plc (NWCL), was issued an award of 2,030,119 Class B shares on September 21, 2026. The grant is reported as a derivative acquisition (code A) at $0.00 per share, meaning it was a non‑cash award rather than a purchase.
• The filing lists the acquisition price as $0 and therefore shows $0 cash paid. The Class B shares are convertible into ordinary shares subject to performance/price conditions (see footnote below).

Key Details

• Transaction date: 2026-09-21; Form 4 filed: 2026-09-23 (within the typical two-business-day Form 4 window).
• Transaction type: Award/grant of derivative securities (code A); reported as acquired at $0.00.
• Shares issued: 2,030,119 Class B shares (derivative instrument).
• Shares owned after transaction: Not specified in the provided filing details.
• Notable footnote: The Class B Shares were issued under the Business Combination Agreement and automatically convert to Ordinary Shares on a one-for-one basis subject to price triggers and timing (see Context).
• No indication in this filing of a sale, cashless exercise, tax withholding, 10b5-1 plan, or late filing.

Context

• The footnote explains conversion conditions: the Class B Shares will automatically convert into the same number of Ordinary Shares, one-for-one, as follows — 50% convert if the volume-weighted average price (VWAP) per Ordinary Share equals or exceeds $15.00 during any 20 trading days within a 30 trading day period; the remaining 50% convert if VWAP equals or exceeds $18.00 during any trading days within a 30 trading day period. These price-attainment conditions apply during the period beginning Sept 21, 2026 and ending five years later.
• This is an issuance of a derivative award (not an open-market purchase or sale). Its immediate reported cash value is $0; economic value to the insider depends on future share-price performance and conversion conditions.