Prospectus for Octave Intelligence plc published and registration statement effective
Rhea-AI Summary
Octave Intelligence (Nasdaq:OCTV) is being spun off from Hexagon via a distribution of all Octave shares to Hexagon shareholders. Octave’s SDRs will list on Nasdaq Stockholm and its class B ordinary shares on Nasdaq New York.
The prospectus is approved in Sweden and the U.S. Form 10 registration is effective. Key dates include May 20, 2026 as the last Hexagon cum-rights trading day, May 22 as record date, and May 28 as the expected first regular-way trading day for OCTV in New York.
AI-generated analysis. Not financial advice.
Positive
- Distribution of all Octave shares to existing Hexagon shareholders
- Dual listing with SDRs on Nasdaq Stockholm and shares on Nasdaq New York
- Form 10 registration statement for OCTV shares declared effective by SEC
- Prospectus for Octave SDRs approved and registered by Swedish FSA
- Defined timetable for record date and first trading days in both markets
Negative
- None.
HUNTSVILLE, Ala., May 12, 2026 (GLOBE NEWSWIRE) -- On April 24, 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 May 20, 2026. The first day of trading in Series B shares in Hexagon excluding the right to receive Octave’s shares or SDRs is May 21, 2026. The record date for the distribution is May 22, 2026.
The first day of trading in Octave’s SDRs on Nasdaq Stockholm is expected to be May 25, 2026, and delivery of Octave’s SDRs is expected to occur on May 26, 2026.
The first day of “when-issued” trading in Octave’s class B ordinary shares on Nasdaq New York is expected to be May 21, 2026. The first day of regular-way trading in Octave’s class B ordinary shares on Nasdaq New York is expected to be May 28, 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
| May 20, 2026 | Last day of trading in Series B shares in Hexagon including right to receive Octave’s shares or SDRs in the distribution |
| May 21, 2026 | First day of trading in Series B shares in Hexagon excluding right to receive Octave’s shares or SDRs in the distribution |
| May 21, 2026 | Expected first day of "when-issued" trading in Octave’s class B ordinary shares on Nasdaq New York |
| May 22, 2026 | Record date for the distribution |
| May 25, 2026 | Expected first day of trading in Octave’s SDRs on Nasdaq Stockholm |
| May 25, 2026 | First day to request conversion of Octave’s SDRs to Octave’s class B ordinary Shares |
| May 28, 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, CONTACT:
Elizabeth Chwalk, VP, Investor Relations, Octave +1 401 749 - 0278, elizabeth.chwalk@octave.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 Octave'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 Octave'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. Octave 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 Octave’s operations and the development of the markets and the industry in which Octave 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.
