Prospectus for Octave Intelligence plc published and registration statement effective

Rhea-AI Summary

Octave Intelligence (Ticker: B) will be distributed to Hexagon shareholders, with all Octave shares spun off as Swedish depository receipts (SDRs) or class B ordinary shares.

SDRs are expected to start trading on Nasdaq Stockholm on 25 May 2026 and Octave class B shares on Nasdaq New York via when-issued trading from 21 May 2026 and regular-way trading from 28 May 2026. The record date for the distribution is 22 May 2026, and each SDR represents one class B share.

AI-generated analysis. Not financial advice.

Positive

• All Octave shares distributed to Hexagon shareholders as shares or SDRs
• SDRs expected to list 25 May 2026 on Nasdaq Stockholm
• Octave class B shares to trade on Nasdaq New York from 28 May 2026
• Form 10 registration for Octave effective with the U.S. SEC

Negative

• None.

Key Figures

Net sales: 5.4bn EUR Hexagon employees: 24,800 employees Hexagon countries: 50 countries +5 more

8 metrics

Net sales 5.4bn EUR Hexagon net sales

Hexagon employees 24,800 employees Hexagon workforce in 50 countries

Hexagon countries 50 countries Hexagon global presence

Octave employees 7,200 employees Octave workforce in 45 countries

Octave countries 45 countries Octave global presence

Exchange Act year 1934 U.S. Securities Exchange Act of 1934 reference

Spin-off record date 22 May 2026 Record date for Octave distribution

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

Market Reality Check

normal vol

Market Pulse Summary

This announcement formalizes Hexagon’s spin-off of Octave, confirming that the prospectus is approve...

Analysis

This announcement formalizes Hexagon’s spin-off of Octave, confirming that the prospectus is approved and the Form 10 is effective, with a record date of 22 May 2026 and expected regular-way trading for Octave on 28 May 2026. Investors can focus on how Hexagon’s remaining operations and Octave’s standalone profile compare, using disclosed scale metrics such as Hexagon’s 5.4bn EUR net sales and Octave’s 7,200 employees as reference points for future disclosures.

Key Terms

prospectus, swedish depository receipts, registration statement on form 10, record date, +4 more

8 terms

prospectus regulatory

"Octave has prepared a prospectus regarding the admission to trading on Nasdaq Stockholm..."

A prospectus is a detailed document that explains a company's plans for offering new shares or investments to the public. It’s important because it provides potential investors with key information about the company’s business, risks, and how they might make money, helping them decide whether to invest. Think of it as a guidebook for understanding what you're buying into.

swedish depository receipts financial

"Octave's Swedish depository receipts ("SDRs") will be listed on Nasdaq Stockholm..."

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.

registration statement on form 10 regulatory

"Octave has filed its Registration Statement on Form 10 and amendments thereto..."

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.

record date regulatory

"The record date for the distribution is 22 May 2026."

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

when-issued trading market

"The first day of "when-issued" trading in Octave's class B ordinary shares..."

When-issued trading is buying and selling a security after it has been announced but before it is officially issued and delivered, similar to placing or trading a preorder before a product ships. It matters to investors because it lets them lock in a price or adjust exposure early and helps establish the security’s market value, but it also carries extra risk if issuance terms change or the deal is delayed or cancelled.

regular-way trading market

"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.

distribution financial

"resolved to distribute all shares in its wholly-owned subsidiary Octave Intelligence plc..."

A distribution is a payment or transfer of value from a company, fund, or trust to its shareholders or unit holders, commonly made in cash, additional shares, or other assets. Investors care because distributions provide income, reflect how much cash a business or fund can return to owners, can influence yield and taxable income, and often affect the share price much like a store handing out a portion of its profits to customers.

asset lifecycle technical

"every stage of the asset lifecycle - Design, Build, Operate and Protect..."

The asset lifecycle is the series of stages an investment or physical asset goes through from purchase through active use and upkeep to eventual sale or disposal. Think of it like a car’s life — you buy it, use and maintain it, and eventually sell or junk it — and each stage affects costs, income, risk and timing of returns. Investors watch these stages because they determine cash flow, expenses, tax treatment and the likely value or loss over time.

AI-generated analysis. Not financial advice.

STOCKHOLM, May 12, 2026 /PRNewswire/ -- 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. Octave's Swedish depository receipts ("SDRs") will be listed on Nasdaq Stockholm and Octave's class B ordinary shares will be listed on the Nasdaq Stock Market in New York ("Nasdaq New York").

Octave has prepared a prospectus regarding the admission to trading on Nasdaq Stockholm of the company's SDRs that will each represent one (1) underlying class B ordinary share in Octave. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority.

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 regarding the listing of its class B ordinary shares on Nasdaq New York. The Registration Statement on Form 10 has become effective.

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

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 record date for the distribution is 22 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.

The first day of "when-issued" trading in Octave's class B ordinary shares on Nasdaq New York is expected to be 21 May 2026. 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.

Following the distribution, holders of SDRs may convert their SDRs into Octave class B ordinary shares. Information about such conversion is available on the Hexagon and Octave websites, www.hexagon.com and www.octave.com.

Expected timetable

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
21 May 2026	Expected first day of "when-issued" trading in Octave's class B ordinary shares on Nasdaq New York
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 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: 

Hexagon:

Tom Hull, Head of Investor Relations, Hexagon AB, +44 7442 678 437, ir@hexagon.com

About Hexagon:

Hexagon is the global leader in measurement technologies. Our precision measurement, positioning, and autonomous solutions transform the world's most vital industries. From aerospace & defence, automotive, construction, general manufacturing, to mining and more, we provide the confidence that customers rely on to build, navigate, and innovate.

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, including with respect to the distribution, timing of regular way trading and other matters. When used in this communication, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "project" and "will" are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances, product demand and market acceptance, regulatory approvals or other requirements, 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 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/prospectus-for-octave-intelligence-plc-published-and-registration-statement-effective,c4347943

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Press Release

View original content:https://www.prnewswire.com/news-releases/prospectus-for-octave-intelligence-plc-published-and-registration-statement-effective-302769909.html

SOURCE Hexagon

FAQ

What did Hexagon announce about the Octave Intelligence (B) prospectus on 12 May 2026?

Hexagon announced that Octave Intelligence’s prospectus for SDR trading and its Form 10 registration statement are effective. According to Hexagon, this enables listing of Octave SDRs on Nasdaq Stockholm and class B ordinary shares on Nasdaq New York in late May 2026.

When is the record date for Hexagon shareholders to receive Octave Intelligence (B) shares or SDRs?

The record date for the Octave distribution is 22 May 2026. According to Hexagon, 20 May is the last trading day in Hexagon B shares with distribution rights, and 21 May is the first ex-distribution trading day for those Hexagon shares.

When will Octave Intelligence (B) SDRs begin trading on Nasdaq Stockholm?

Octave SDRs are expected to start trading on Nasdaq Stockholm on 25 May 2026. According to Hexagon, each SDR represents one underlying Octave class B ordinary share, and delivery of the SDRs to eligible shareholders is expected on 26 May 2026.

When will Octave Intelligence (B) class B ordinary shares trade on Nasdaq New York?

Octave class B ordinary shares are expected to begin when-issued trading on Nasdaq New York on 21 May 2026. According to Hexagon, regular-way trading of these shares is expected to start on 28 May 2026, following completion of the spin-off distribution.

How can holders convert Octave Intelligence SDRs into class B ordinary shares?

After the distribution, SDR holders may convert their SDRs into Octave class B ordinary shares. According to Hexagon, detailed information and instructions for SDR-to-share conversion are available on the Hexagon and Octave websites, enabling investors to choose their preferred form of ownership.

What is the last day to trade Hexagon B shares with the right to Octave Intelligence (B) distribution?

The last day to trade Hexagon Series B shares with rights to receive Octave shares or SDRs is 20 May 2026. According to Hexagon, from 21 May 2026 Hexagon B shares will trade without entitlement to the Octave distribution.