Distribution and listing of Octave Intelligence plc

Rhea-AI Summary

Octave Intelligence plc (Ticker: OCTV / OCTV SDB) will be distributed from Hexagon to Hexagon shareholders with record date 22 May 2026. Ten Hexagon Series A or B shares entitle holders to one Octave share. Octave SDRs expect Nasdaq Stockholm trading on 25 May 2026; Nasdaq New York regular trading expected 28 May 2026.

Prospectus expected 11 May 2026. Management will review trademarks; $481.2 million of trademarks (31 Dec 2025) may face impairment or amortization in Q2 2026.

Positive

• Distribution record date set for 22 May 2026
• Listing on Nasdaq Stockholm expected 25 May 2026 (SDRs)
• Nasdaq New York regular-way trading expected 28 May 2026
• Simple entitlement ratio: 10 Hexagon shares per 1 Octave share
• Prospectus publication expected 11 May 2026

Negative

• Possible impairment or amortization of $481.2M in trademarks
• Listing and trading subject to regulatory approvals (Swedish and U.S.)
• Conversion friction for directly registered shareholders to participate

Key Figures

Distribution ratio A: 10 Series A Hexagon shares : 1 Octave class A share Distribution ratio B: 10 Series B Hexagon shares : 1 Octave class B share/SDR Record date: 22 May 2026 +5 more

8 metrics

Distribution ratio A 10 Series A Hexagon shares : 1 Octave class A share Spin-off distribution terms

Distribution ratio B 10 Series B Hexagon shares : 1 Octave class B share/SDR Spin-off distribution terms

Record date 22 May 2026 Record date for Octave distribution

Trademarks carrying amount $481.2 million Octave trademarks as of 31 December 2025, subject to review

Prospectus publication 11 May 2026 Expected Octave SDR prospectus date

First SDR trading 25 May 2026 Expected first day of trading in Octave SDRs on Nasdaq Stockholm

First NY trading 28 May 2026 Expected first day of regular-way trading on Nasdaq New York

Free conversion window 6 months Period with no fee to convert SDRs to Octave class B shares

Market Reality Check

normal vol

Market Pulse Summary

This announcement outlines Hexagon’s distribution of Octave Intelligence to shareholders, including ...

Analysis

This announcement outlines Hexagon’s distribution of Octave Intelligence to shareholders, including a 10-to-1 share ratio for both Series A and B, and dual listings via SDRs in Stockholm and class B shares in New York, with key dates spanning 11 May to 28 May 2026. It also highlights a review of Octave trademarks with a $481.2 million carrying amount, where substantial impairment or amortization is possible. Investors may focus on execution of the listing timetable and outcomes of the trademark review.

Key Terms

swedish depository receipts, when-issued, regular-way trading, registration statement on form 10, +4 more

8 terms

swedish depository receipts financial

"issuing Swedish depository receipts ("SDRs"). The SDRs will each represent"

Swedish depository receipts are financial certificates issued by a bank that stand in for shares of a foreign company and trade on Swedish exchanges in local currency; think of them as a local ticket that represents ownership of an overseas stock held in a secure vault. They matter to investors because they make it easier to buy, sell and receive dividends from foreign companies under Swedish trading rules and currency, while sometimes changing how voting rights, custody and tax treatment apply.

when-issued financial

"A "when-issued" trading market in class B ordinary shares in Octave may develop"

"When-issued" refers to a situation where new bonds or stocks are announced and traded before they are officially available to buy. It’s like reserving a ticket for a concert before the tickets are printed, allowing investors to buy or sell these future securities in advance. This helps everyone plan ahead and see how much interest there is before the actual sale happens.

regular-way trading financial

"The first day of regular-way trading in Octave's class B ordinary shares"

Regular-way trading is the standard process for buying and selling securities where the trade is completed and ownership is transferred on the market’s normal settlement date (commonly two business days after the trade). It matters to investors because it determines when you legally own the shares, when payment is due and when you qualify for dividends or other corporate actions—think of it like a purchase with a fixed delivery date that affects your rights and responsibilities.

registration statement on form 10 regulatory

"prior to effectiveness of Octave's Registration Statement on Form 10 under the U.S."

A registration statement on Form 10 is a formal filing that a company submits to the U.S. securities regulator to register its securities and provide a full set of disclosures about its business, finances, management and risks. For investors it acts like a detailed product manual or passport for the company, offering the core facts and warnings needed to judge the investment’s safety and potential before buying shares.

u.s. securities exchange act of 1934 regulatory

"on Form 10 under the U.S. Securities Exchange Act of 1934."

A U.S. federal law that acts as the rulebook for trading and reporting by public companies, securities exchanges and market participants; it created the agency that enforces those rules. It requires ongoing public disclosure of financial results and major events, sets standards to prevent fraud and insider trading, and governs how markets operate—think of it as the referee and scorekeeper that helps investors see reliable, timely information and trust the fairness of the market.

indefinite-life intangible assets financial

"carried as indefinite-life intangible assets in its financial statements."

Intangible assets with an indefinite life are non-physical items—like brand names, trademarks, or goodwill—that a company expects to keep earning value from indefinitely rather than write off over a set number of years. They matter to investors because their value stays on the balance sheet until it is reduced for impairment, so sudden write-downs can signal that past expectations were too optimistic and can sharply affect reported earnings and a company’s book value. An everyday analogy is treating a well-known brand like a permanent tool that doesn’t wear out on a schedule but still needs occasional checks to make sure it’s still worth what the company claims.

impairment financial

"determined to have a finite useful life, the asset will be tested for impairment"

Impairment occurs when the value of an asset, such as property, equipment, or investments, drops below its recorded worth on the books. This situation signals that the asset may be less valuable than originally thought, similar to discovering that an item you own is worth less than what you paid for it. For investors, recognizing impairment is important because it can affect the overall financial health and future prospects of a business.

amortized financial

"tested for impairment and amortized prospectively over its estimated remaining"

Amortized means spreading a cost or a debt repayment into regular portions over a set period so each payment covers part of the principal and, if applicable, interest. For investors, knowing something is amortized shows how much of a company’s payments are scheduled over time, which affects cash flow, reported profits, and the remaining debt burden—similar to how a mortgage or installment plan breaks a large purchase into predictable monthly payments.

AI-generated analysis. Not financial advice.

STOCKHOLM, April 27, 2026 /PRNewswire/ -- Record date and key transaction details

On 24 April 2026, the Annual General Meeting of Hexagon AB ("Hexagon") resolved to distribute all shares in its wholly-owned subsidiary Octave Intelligence plc ("Octave") to Hexagon's shareholders. The Board of Directors also was authorised to determine the record date for the distribution, which has been set for 22 May 2026.

All shares in Octave will be distributed, whereby ten (10) Series A shares in Hexagon entitle holders to one (1) class A ordinary share in Octave and ten (10) Series B shares in Hexagon entitle holders to one (1) class B ordinary share in Octave. Non-affiliate holders of Series B shares in Hexagon will receive class B ordinary shares in Octave by way of Skandinaviska Enskilda Banken AB (publ) issuing Swedish depository receipts ("SDRs"). The SDRs will each represent one (1) underlying class B ordinary share in Octave and will be deposited into shareholders' Euroclear Sweden accounts. Aside from being registered as a shareholder of Hexagon on the record date for the distribution (directly registered or nominee-registered), no further actions are required in order to receive Octave's shares or SDRs (as applicable).

Nasdaq Stockholm has resolved to admit Octave's SDRs for trading on Nasdaq Stockholm subject to customary conditions, such as the Swedish Financial Supervisory Authority's approval of the prospectus. Octave has applied for listing of its class B ordinary shares on the Nasdaq Stock Market in New York ("Nasdaq New York"), which application is expected to be approved prior to effectiveness of Octave's Registration Statement on Form 10 under the U.S. Securities Exchange Act of 1934.

The last day for trading in Series B shares in Hexagon including the right to receive Octave's shares or SDRs is 20 May 2026. The first day of trading in Series B shares in Hexagon excluding the right to receive Octave's shares or SDRs is 21 May 2026.

The first day of trading in Octave's SDRs on Nasdaq Stockholm is expected to be 25 May 2026, and delivery of Octave's SDRs is expected to occur on 26 May 2026.

A "when-issued" trading market in class B ordinary shares in Octave may develop as soon as one New York business day prior to the record date, which would be 21 May 2026. Hexagon will announce further details about potential when-issued trading in Octave's class B ordinary shares before such date. The first day of regular-way trading in Octave's class B ordinary shares on Nasdaq New York is expected to be 28 May 2026.

Octave's SDRs will be traded under the ticker symbol "OCTV SDB" with the ISIN code SE0028329433. Octave's class B ordinary shares will be traded under the ticker symbol "OCTV" with the ISIN code IE0003YHD8K8 and the CUSIP G22845 104. Under the general terms and conditions for the SDRs, a holder of SDRs may apply for conversion to class B ordinary shares in Octave, and a holder of class B ordinary shares in Octave may apply for conversion to SDRs, as further set out below. The first day to request conversion of Octave's SDRs to Octave's class B ordinary Shares is 25 May 2026.

The prospectus for admission to trading of Octave's SDRs on Nasdaq Stockholm is expected to be published on 11 May 2026.

Octave has filed its Registration Statement on Form 10 and amendments thereto under the U.S. Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission, and copies thereof are available for review at www.sec.gov under the name Octave Intelligence plc.

The prospectus and the registration statement will be available on the Hexagon and Octave websites, www.hexagon.com and www.octave.com.

Potential impairment charges due to trademark review in connection with the distribution

Following the approval of the distribution by Hexagon shareholders at the Annual General Meeting, Octave's management intends to initiate the phase out of legacy brands and transition the Octave business to a unified Octave brand. As such, Octave will assess the useful life estimates of all trademarks which have historically been carried as indefinite-life intangible assets in its financial statements. If an indefinite-life intangible asset is subsequently determined to have a finite useful life, the asset will be tested for impairment and amortized prospectively over its estimated remaining useful life. As of 31 December 2025, trademarks were recorded at a carrying amount of $481.2 million in Octave's financial statements, substantially all or a significant portion of which may be subject to impairment or amortization upon completion of such review, which is expected in the second quarter of 2026.

Conversion of Octave's SDRs into Octave's class B ordinary shares

Following the distribution, holders of SDRs may convert their SDRs into Octave class B ordinary shares. Such conversion will be free of charge during the initial six months from and including the first day of trading in Octave's SDRs on Nasdaq Stockholm, and thereafter requires payment of a conversion fee by the holder or its nominee or broker.

Conversion by directly registered shareholders

Octave's class B ordinary shares cannot be delivered to directly registered shareholders. Consequently, directly registered shareholders who wish to participate in the conversion need to transfer their SDRs to a custody account, an investment savings account or an endowment insurance with a nominee with Euroclear Sweden. Otherwise, shareholders cannot participate in the conversion. Please note that service accounts (Sw. servicekonton) with an investment savings account function at Nordea are also "direct" securities accounts and shareholders with such accounts must open a custody account, a nominee-registered investment savings account or an endowment insurance account. Thereafter, shareholders should follow the instructions from their nominee to participate in the conversion.

Conversion by indirectly registered shareholders

Holders of SDRs that hold their SDRs through a nominee should follow the instructions from their nominee to participate in the conversion.

Expected timetable

11 May 2026	Expected publication of prospectus
20 May 2026	Last day of trading in Series B shares in Hexagon including right to receive Octave's shares or SDRs in the distribution
21 May 2026	First day of trading in Series B shares in Hexagon excluding right to receive Octave's shares or SDRs in the distribution
22 May 2026	Record date for the distribution
25 May 2026	Expected first day of trading in Octave's SDRs on Nasdaq Stockholm
25 May 2026	First day to request conversion of Octave's SDRs to Octave's class B ordinary Shares
28 May 2026	Expected first day of regular-way trading in Octave's class B ordinary shares on Nasdaq New York

Advisors

Morgan Stanley, Rothschild & Co and Skandinaviska Enskilda Banken AB (publ) are the lead financial advisors to Hexagon and Octave in relation to the distribution and listings of Octave. Sullivan & Cromwell LLP, Mannheimer Swartling Advokatbyrå AB and Arthur Cox LLP are legal counsel to Hexagon and Octave as to U.S., Swedish and Irish law, respectively, in relation to the distribution and listings of Octave.

For more information, please contact: 

Octave:

Elizabeth Chwalk, VP, Investor Relations, Octave +1 401 749 - 0278, elizabeth.chwalk@octave.com

Hexagon:

Tom Hull, Head of Investor Relations, Hexagon AB, +44 7442 678 437, ir@hexagon.com
Anton Heikenström, Investor Relations Manager, Hexagon AB, +46 8 601 26 26, ir@hexagon.com

About Hexagon:

Hexagon is the global leader in measurement technologies. We provide the confidence that vital industries rely on to build, navigate, and innovate. From microns to Mars, our solutions ensure productivity, quality, safety, and sustainability in everything from manufacturing and construction to mining and autonomous systems.

Hexagon (Nasdaq Stockholm: HEXA B) has approximately 24,800 employees in 50 countries and net sales of approximately 5.4bn EUR. Learn more at hexagon.com.

About Octave:

Octave provides mission-critical software that empowers organizations to make informed decisions across every stage of the asset lifecycle - Design, Build, Operate and Protect - where performance, safety, and reliability are non-negotiable and failure is not an option.

Turning complex operational data into actionable intelligence, Octave connects expertise, real-world conditions and enterprise-scale insight to improve performance, resilience and incident response where it matters most.

Octave has approximately 7,200 employees in 45 countries. Learn more at octave.com and follow us on LinkedIn.

Important information:

• This communication does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
  
  
• This communication contains forward-looking statements. When used in this communication, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan" and "project" are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the measurement field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Hexagon's management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by Hexagon's management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Hexagon disclaims any intention or obligation to update these forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of Hexagon's operations and the development of the markets and the industry in which Hexagon operates or other outcomes suggested by such forward-looking statements (including any outcomes of a separation, a spin-off or a listing and any related business, financial, tax, regulatory or other implications, or differences between the existing Octave business area and any separated business) may differ materially from those described in, or suggested by, the forward-looking statements contained in this communication. 

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https://news.cision.com/hexagon/r/distribution-and-listing-of-octave-intelligence-plc,c4340793

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Press Release

View original content:https://www.prnewswire.com/news-releases/distribution-and-listing-of-octave-intelligence-plc-302754515.html

SOURCE Hexagon

FAQ

What is the Octave distribution record date and who is eligible (Ticker: B)?

The record date for the Octave distribution is 22 May 2026. According to Hexagon, shareholders registered (directly or nominee-registered) on that date will receive Octave shares or SDRs without further action.

When will Octave SDRs begin trading on Nasdaq Stockholm (Ticker: OCTV SDB)?

Octave SDRs are expected to begin trading on Nasdaq Stockholm on 25 May 2026. According to Octave, the prospectus publication is planned for 11 May 2026 and trading is subject to customary regulatory approvals.

When will Octave class B ordinary shares trade on Nasdaq New York (Ticker: OCTV)?

Regular-way trading in Octave class B ordinary shares on Nasdaq New York is expected on 28 May 2026. According to Octave, a when-issued market may form one business day before the record date if approved.

How many Octave shares do Hexagon shareholders receive per Hexagon share?

Hexagon shareholders receive Octave shares at a 10:1 ratio (ten Hexagon Series A or B to one Octave ordinary share). According to Hexagon, Series B holders will receive SDRs representing underlying Octave class B shares.

What are the conversion options between Octave SDRs and class B ordinary shares?

Holders may convert SDRs to Octave class B ordinary shares; initial six-month conversions are free of charge. According to Octave, conversions thereafter require a fee and specific custody arrangements for directly registered holders.

Does Octave face any material accounting risks from the distribution?

Octave will review legacy trademarks and may impair or amortize assets recorded at $481.2 million as of 31 December 2025. According to Octave, that review is expected to complete in Q2 2026 and may lead to charges.