Newcleo (NWCL) Deputy CEO Elisabeth Rizzotti Receives Award

What Happened
Elisabeth Rizzotti, Deputy Chief Executive Officer & Chief Operating Officer and a director of Newcleo plc (NWCL), was granted multiple derivative awards on September 21, 2026 totaling 152,180 potential Ordinary Shares. The grants were reported as awards/acquisitions at $0 (derivative instruments) and break down as follows: 96,140 Company Earnout Bonus Options (F1), 3,759 stock options with four-year service vesting from Dec 1, 2025 (F2), 7,416 stock options vesting from Sep 1, 2024 (F3), 12,418 stock options vesting from Sep 1, 2023 (F4), and 32,447 Class B Shares issued under the Business Combination Agreement (F6). These are grants (code A) of derivative securities — not open-market purchases or sales.

Key Details

• Transaction date: September 21, 2026; Form 4 filed September 23, 2026 (timely filing).
• Price: $0.00 per share (derivative awards, no cash paid). Total potential shares: 152,180.
• Post-transaction holdings: not specified in the filing.
• Notable footnotes:
  • F1 (96,140): Company Earnout Bonus Options vest 50% if VWAP ≥ $15 for any 20 trading days within a 30-day window and 50% if VWAP ≥ $18 on any trading day within a 30-day window; price attainment window is Sep 21, 2026–Sep 21, 2031 and awards also subject to service vesting conditions.
  • F2–F4 (3,759; 7,416; 12,418): standard four-year service vesting schedules (annual vesting on respective grant anniversaries), subject to continued service and any acceleration provisions.
  • F6 (32,447): Class B Shares will automatically convert one-for-one into Ordinary Shares in two 50% tranches upon satisfying the same $15/$18 VWAP price hurdles during the period beginning Sep 21, 2026 and ending on the five‑year anniversary.
• Transaction type: Award/grant of derivative securities (code A). Not an immediate sale or open-market purchase.

Context
These awards are contingent on time-based vesting and/or stock-price milestones; they represent potential future upside if service and price conditions are met but do not deliver immediately tradable common shares. For retail investors, such awards signal executive compensation tied to performance metrics but are not the same as an insider buying shares with personal funds. The filing appears timely and provides no indication that shares were exercised or sold as part of this transaction.