Scorpio lifts Cadeler (NYSE: CDLR) stake to 12.78% after placement

Rhea-AI Filing Summary

Cadeler A/S reports a major shareholder notification following a private placement of 35,095,758 new shares. Scorpio Holdings Limited subscribed for 6,929,642 new shares, increasing the Scorpio group’s direct and indirect position.

After the share capital increase, Scorpio Holdings Limited and Scorpio Services Holding Limited are expected to hold 49,356,825 shares of nominal DKK 1 each, equal to 12.78% of Cadeler’s share capital and voting rights. Of this, 41,385,792 shares are held directly by Scorpio Holdings Limited and 7,971,033 shares are held indirectly through Scorpio Services Holding Limited.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-41889

CADELER A/S

(Translation of registrant's name into English)

Kalvebod Brygge 43

DK-1560 Copenhagen V, Denmark

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F o

Stock Exchange Announcement

CADELER A/S: Notification of major shareholding

Copenhagen, 26 March 2026: Cadeler A/S (OSE: CADLR, NYSE: CDLR) (“Cadeler”) hereby announces that it has received the following major shareholder notification pursuant to Section 38 of the Danish Capital Markets Act and Section 55 of the Danish Companies Act, respectively, regarding direct and indirect holdings of shares in Cadeler. Reference is made to the stock exchange announcement published by Cadeler on 26 March 2026 regarding the results of a private placement of 35,095,758 new shares in Cadeler (the “Private Placement”).

The Scorpio group’s direct and indirect shareholding in Cadeler has changed as a consequence of Scorpio Holdings Limited’s subscription for 6,929,642 new shares in Cadeler in the Private Placement.

Following completion of (a) registration of the share capital increase in Cadeler in connection with the Private Placement and (b) Scorpio Holdings Limited’s receipt of 6,929,642 newly subscribed shares, Scorpio Holdings Limited and Scorpio Services Holding Limited are expected to hold a total of 49,356,825 shares in Cadeler of a nominal value of DKK 1 each, corresponding to 12.78% of the total share capital and voting rights in Cadeler after the share capital increase, of which 41,385,792 shares (10.72%) are held by Scorpio Holdings Limited and 7,971,033 shares (2.06%) are held indirectly through Scorpio Services Holding Limited.

Scorpio Holdings Limited is a limited liability company organised under the laws of the Republic of the Marshall Islands under the registration number 99226 with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960.

Scorpio Services Holding Limited is a limited liability company organised under the laws of the Republic of the Marshall Islands under the registration number 52777 with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960.

For further information, please contact:

Mikkel Gleerup

CEO, Cadeler

+45 3246 3102

mikkel.gleerup@cadeler.com

Alexander Simmonds

EVP & CLO, Cadeler

+44 7376 174172

alexander.simmonds@cadeler.com

About Cadeler A/S:

Cadeler is a global leader in offshore wind installation, operations, and maintenance services. Cadeler is a pure play company, operating solely in the offshore wind industry with an uncompromising focus on safety and the environment. Cadeler owns and operates the industry’s largest fleet of jack-up offshore wind installation vessels and has for more than 10 years been a key supplier in the development of offshore wind energy to power millions of households. Cadeler’s fleet, expertise and capacity to handle the largest and most complex next-generation offshore wind installation projects positions the company to deliver exceptional services to the industry. Cadeler is committed to being at the forefront of sustainable wind farm installation and to enabling the global energy transition towards a future built on renewable energy. Cadeler is listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange (ticker: CADLR).

For more information, please visit www.cadeler.com

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 27, 2026                    CADELER A/S

(Registrant)

By: /s/ Mikkel Gleerup        
Name:     Mikkel Gleerup
Title:    Chief Executive Officer

FAQ

What major shareholding change did Cadeler (CDLR) disclose in this 6-K?

Cadeler disclosed that the Scorpio group’s stake increased following a private placement. Scorpio entities are expected to hold 49,356,825 shares, representing 12.78% of Cadeler’s share capital and voting rights after the share capital increase completes.

How many new Cadeler shares did Scorpio Holdings Limited subscribe for?

Scorpio Holdings Limited subscribed for 6,929,642 new Cadeler shares in the private placement. These newly issued shares contribute to the group’s total expected holding of 49,356,825 shares after the related share capital increase has been registered and completed.

What percentage of Cadeler’s share capital will the Scorpio group hold?

Following completion of the share capital increase, the Scorpio group is expected to hold 12.78% of Cadeler’s total share capital and voting rights. This reflects combined direct and indirect holdings through Scorpio Holdings Limited and Scorpio Services Holding Limited.

How are Scorpio’s holdings in Cadeler split between direct and indirect ownership?

Scorpio Holdings Limited is expected to hold 41,385,792 Cadeler shares directly. An additional 7,971,033 shares are held indirectly through Scorpio Services Holding Limited, bringing the group’s combined expected ownership to 49,356,825 shares in total.

What is the size of Cadeler’s recent private placement mentioned in the filing?

Cadeler’s private placement involved 35,095,758 new shares. The Scorpio group’s subscription for 6,929,642 of these shares is the reason its ownership percentage changed, triggering the major shareholder notification under Danish capital markets rules.

On which stock exchanges is Cadeler A/S listed and under which tickers?

Cadeler A/S is listed on two exchanges. Its shares trade on the New York Stock Exchange under the ticker CDLR and on the Oslo Stock Exchange under the ticker CADLR, reflecting its dual listing in the U.S. and Norway.