Folketrygdfondet stake in Cadeler (CDLR) falls to 4.78% after share issue

Rhea-AI Filing Summary

Cadeler A/S reports a change in a major shareholding after issuing 35,095,758 new shares in a private placement. This issuance diluted existing investors but did not change Folketrygdfondet’s absolute position, which remains 18,462,464 shares.

Folketrygdfondet’s holding now equals 4.78% of Cadeler’s total share capital and voting rights. The update is a regulatory disclosure under Danish capital markets rules and does not describe new operating or financial results for Cadeler’s offshore wind installation business.

Key Figures

New shares issued: 35,095,758 shares Folketrygdfondet holding: 18,462,464 shares Ownership percentage: 4.78% +1 more

4 metrics

New shares issued 35,095,758 shares Private placement capital increase

Folketrygdfondet holding 18,462,464 shares Direct shareholding after capital increase

Ownership percentage 4.78% Folketrygdfondet share of total capital and votes

Nominal share value DKK 1 per share Cadeler share nominal amount

Key Terms

major shareholder notification, private placement, dilution, offshore wind installation, +1 more

5 terms

major shareholder notification regulatory

"it has received the following major shareholder notification pursuant to Section 38"

private placement financial

"issuance of 35,095,758 new shares as part of a private placement in Cadeler"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

dilution financial

"direct shareholding in Cadeler has been reduced due to dilution resulting from the issuance"

Dilution occurs when a company issues additional shares, increasing the total number of shares outstanding. This can reduce the ownership percentage and voting power of existing shareholders, similar to slicing a pie into more pieces—each piece becomes smaller. For investors, dilution can mean a reduced stake in the company and potentially lower earnings per share, affecting the value of their investment.

offshore wind installation technical

"Cadeler is a global leader in offshore wind installation, operations, and maintenance services"

share capital and voting rights financial

"corresponding to 4.78% of Cadeler’s total share capital and voting rights"

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 April 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, 1 April 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.

Folketrygdfondet’s direct shareholding in Cadeler has been reduced due to dilution resulting from the issuance of 35,095,758 new shares as part of a private placement in Cadeler (the “Private Placement”). Reference is made to the stock exchange announcement published by Cadeler on 26 March 2026 regarding the results of the Private Placement. Folketrygdfondet’s direct shareholding in Cadeler continues to be 18,462,464 shares of a nominal value of DKK 1 each, corresponding to 4.78% of Cadeler’s total share capital and voting rights following the capital increase carried out in connection with the Private Placement.

Folketrygdfondet manages the Government Pension Fund Norway (GPFN) at the behest of the Norwegian Ministry of Finance and the activities of Folketrygdfondet are governed by Act of 29 June 2007 No. 44 relating to Folketrygdfondet. Folketrygdfondet is organised under the laws of Norway under the registration number 971 525 061 with its registered address at Haakon VIIs gate 2, Postboks 1845 Vika, 0123 Oslo, Norway.

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: April 1, 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 Folketrygdfondet’s ownership percentage fell due to dilution after a private placement. Its direct holding remains 18,462,464 shares, now representing 4.78% of Cadeler’s share capital and voting rights, triggering a Danish major shareholder notification.

How many new shares did Cadeler (CDLR) issue in the private placement?

Cadeler issued 35,095,758 new shares in a private placement. This capital increase expanded the total share base and diluted existing shareholders, including Folketrygdfondet, even though their absolute share count did not change according to the disclosure.

What is Folketrygdfondet’s current ownership stake in Cadeler (CDLR)?

Folketrygdfondet holds 18,462,464 Cadeler shares of nominal value DKK 1 each. Following the capital increase from the private placement, this position corresponds to 4.78% of Cadeler’s total share capital and voting rights under Danish disclosure rules.

Why did Cadeler (CDLR) file a major shareholder notification regarding Folketrygdfondet?

Cadeler filed the notification because Folketrygdfondet’s percentage ownership changed after the private placement. Danish law requires disclosure when major shareholders cross certain thresholds, even when the change results from dilution rather than active share purchases or sales.

What role does Folketrygdfondet play in relation to Cadeler (CDLR)?

Folketrygdfondet manages the Government Pension Fund Norway on behalf of Norway’s Ministry of Finance. It is a significant institutional investor in Cadeler, and its holdings are subject to detailed governance rules under Norwegian law and Danish market disclosure requirements.

What business is Cadeler (CDLR) involved in according to this filing?

Cadeler is described as a global leader in offshore wind installation, operations, and maintenance. It operates a large fleet of jack-up vessels focused solely on offshore wind projects, supporting the build-out of wind farms that supply power to millions of households.