Hexagon proposes distribution and listing of Octave Intelligence plc and provides update on planned spin-off

Rhea-AI Summary

Hexagon (B) will propose a distribution and listing of Octave Intelligence plc at its AGM on 24 April 2026, where ten Hexagon shares entitle holders to one Octave share. Octave Class B shares are expected to list on Nasdaq New York, with SDRs listed on Nasdaq Stockholm for about two years.

An indicative timetable sets the record date for the distribution on 22 May 2026 and first NY trading on 28 May 2026. Octave will file an amended Form 10 and host an Investor Day on 26 March 2026.

Positive

• Distribution ratio of 10 Hexagon shares to 1 Octave share
• Nasdaq Global Select listing for Octave Class B ordinary shares in New York
• SDR program on Nasdaq Stockholm expected for about two years

Negative

• Nasdaq Stockholm listing may be terminated after ~2 years based on liquidity
• Record date and trading changes create short-term trading adjustments around 20–22 May 2026

Key Figures

Spin-off ratio: 10 Hexagon shares : 1 Octave share AGM date: 24 April 2026 Record date: 22 May 2026 +5 more

8 metrics

Spin-off ratio 10 Hexagon shares : 1 Octave share Distribution of Octave shares to Hexagon shareholders

AGM date 24 April 2026 Annual General Meeting to vote on distribution

Record date 22 May 2026 Expected record and effective date for distribution

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

Octave NY listing 28 May 2026 Expected first trading day of Octave Class B on Nasdaq New York

Net sales 5.4bn EUR Hexagon net sales for latest reported year

Hexagon employees 24,800 Hexagon workforce across 50 countries

Octave employees 7,200 Octave workforce across 45 countries

Market Reality Check

normal vol

Market Pulse Summary

This announcement details Hexagon’s planned distribution of Octave, including a 10:1 share ratio, AG...

Analysis

This announcement details Hexagon’s planned distribution of Octave, including a 10:1 share ratio, AGM on 24 April 2026, and an expected record date of 22 May 2026. It outlines parallel listings via SDRs in Stockholm from 25 May 2026 and Class B shares on Nasdaq New York from 28 May 2026. Investors may watch forthcoming SEC Form 10 updates, the Investor Day, and future disclosures on Octave’s standalone financial profile and strategy.

Key Terms

swedish depository receipt, sdr, nasdaq global select market, registration statement on form 10, +3 more

7 terms

swedish depository receipt financial

"a temporary Swedish depository receipt ("SDR") program will be implemented"

A Swedish depository receipt is a tradable certificate issued in Sweden that represents ownership of shares in a foreign company, letting investors buy and sell that company’s economic interest on a Swedish market without holding the underlying foreign shares directly. It matters because it simplifies access to overseas stocks, keeps trading and currency handled locally like buying any Swedish-listed share, and can affect liquidity, settlement rules and tax treatments important to investors’ costs and risks.

sdr financial

"Swedish depository receipt ("SDR") program will be implemented"

Special Drawing Rights (SDR) are an international reserve asset created by the International Monetary Fund that governments and central banks can use like a backup pool of currency. Their value is calculated from a basket of major currencies, and they can be exchanged between countries for usable money when a nation needs extra liquidity. For investors, SDR allocations affect global currency availability, sovereign debt comfort and confidence in a country's ability to meet obligations—similar to a household having an emergency line of credit that reduces the chance of sudden cash shortfalls.

nasdaq global select market technical

"Class B ordinary shares in Octave will be listed on Nasdaq Global Select Market"

A Nasdaq Global Select Market listing is the highest tier of stocks on the Nasdaq exchange, reserved for companies that meet the strictest financial, reporting and governance standards. For investors, it acts like a premium quality label—signaling larger, more transparent and better-governed companies that tend to offer greater liquidity and lower perceived risk compared with lower-tier listings, making it easier to buy, sell and evaluate shares.

registration statement on form 10 regulatory

"file an amendment to its 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

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

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.

forward-looking statements regulatory

"This communication contains forward-looking statements. When used in this communication, words such as"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

registration statement regulatory

"A copy of the amended Registration Statement will later today be available"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

STOCKHOLM, March 24, 2026 /PRNewswire/ -- Hexagon AB today announced that the Board of Directors has resolved to propose the distribution of and listing of Octave Intelligence plc ("Octave") to the Annual General Meeting (AGM) to be held on Friday 24 April 2026, whereby ten (10) shares in Hexagon entitle to one (1) share of the corresponding share class in Octave. Class B ordinary shares in Octave will be listed on Nasdaq Global Select Market in New York and a temporary Swedish depository receipt ("SDR") program will be implemented pursuant to which SDRs representing class B ordinary shares in Octave will be listed on Nasdaq Stockholm. All shares in Octave will be distributed and the distribution of the shares in Octave is expected to be made in accordance with the so-called Lex Asea rules. The Board of Directors has today also resolved to propose that the Annual General Meeting authorizes the Board of Directors to determine the record date for the right to receive shares in Octave.

Octave currently expects to maintain the SDR program until further notice, which Octave expects to be for about two years following the date of the distribution. Octave expects to evaluate the status of the listing on Nasdaq Stockholm from time to time, including based on liquidity considerations, and will provide at least three months' notice prior to termination of the listing on Nasdaq Stockholm.

Additional information to Hexagon's shareholders regarding the proposed distribution of the shares in Octave will be published in the form of an information brochure on Hexagon's website, available under the Annual General Meeting 2026 section.  

Furthermore, Octave will later today file an amendment to its Registration Statement on Form 10 under the U.S. Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission. The amendment includes unaudited pro forma combined financial statements which illustrate the financial impacts of the distribution and related transactions and audited combined financial information of Octave for the year ended December 31, 2025. A copy of the amended Registration Statement will later today be available for review at www.sec.gov under the name Octave Intelligence plc. The Registration Statement will be further updated with additional information in subsequent amendments as further information on the distribution is finalised.

Octave will host an Investor Day on Thursday, 26 March 2026. The event marks a significant milestone as Octave prepares to become an independent, publicly traded company following its planned separation from Hexagon.

Indicative timetable for the distribution of Octave

24 April 2026	Annual General Meeting of Hexagon
20 May 2026	Expected last day of trading in Series B shares in Hexagon including right to the Distribution
21 May 2026	Expected first day of trading in Series B shares in Hexagon excluding right to the Distribution
22 May 2026	Expected record date and effective date for the Distribution
25 May 2026	Expected first day of trading in the Octave SDRs on Nasdaq Stockholm and first day to request conversion of Octave SDRs to Octave Class B Ordinary Shares
26 May 2026	Expected date for delivery of Octave SDRs
28 May 2026	Expected first day of trading in the Octave Class B Ordinary Shares on Nasdaq New York (regular-way trading) and first delivery of Octave Class B Ordinary Shares converted from Octave SDRs

For more information, please contact: 
Octave:
Elizabeth Chwalk, VP, Investor Relations, Octave +1 401 749 - 0278, elizabeth.chwalk@hexagon.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. 

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/hexagon/r/hexagon-proposes-distribution-and-listing-of-octave-intelligence-plc-and-provides-update-on-planned-,c4325329

The following files are available for download:

https://mb.cision.com/Main/387/4325329/4001195.pdf

Press Release

View original content:https://www.prnewswire.com/news-releases/hexagon-proposes-distribution-and-listing-of-octave-intelligence-plc-and-provides-update-on-planned-spin-off-302723099.html

SOURCE Hexagon

FAQ

What distribution ratio will Hexagon use to give shareholders Octave shares (B)?

Shareholders will receive one Octave share for every ten Hexagon shares they hold. According to Hexagon, the Board proposes a 10:1 ratio and will ask the AGM to set the record date for the distribution.

When will Octave Class B ordinary shares begin trading on Nasdaq New York (B)?

Octave Class B ordinary shares are expected to begin regular-way trading on 28 May 2026. According to Hexagon, this follows the expected SDR trading start on Nasdaq Stockholm and the distribution effective date of 22 May 2026.

How long will Octave SDRs remain listed on Nasdaq Stockholm after the spin-off (B)?

Octave expects the SDR program to remain on Nasdaq Stockholm for about two years. According to Octave, the company will review Stockholm listing liquidity and give at least three months' notice before termination.

What is the key date Hexagon shareholders should note for receiving Octave shares (B)?

The expected record date and effective date for the distribution is 22 May 2026. According to Hexagon, the AGM will be 24 April 2026 and the last trading day with distribution rights is expected on 20 May 2026.

Will Octave file required U.S. disclosure documents ahead of the listing (B)?

Yes, Octave will file an amendment to its Form 10 with unaudited pro forma and audited combined financials for 2025. According to Octave, the amended Registration Statement will be available on the SEC website for review.

What events will Octave hold for investors prior to the distribution and listing (B)?

Octave will host an Investor Day on 26 March 2026 ahead of the planned separation. According to Octave, the event marks a milestone as the company prepares to operate as an independent, publicly traded business.