Cadeler plc acquires approximately 92.06% of Cadeler

The share exchange offer is connected with the contemplated redomiciliation of the Cadeler Group’s parent company from Denmark to the United Kingdom.

Available on EDGAR 11/03/2026 - 08:12 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:12 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler A/S reported that Cadeler plc acquired 355,404,839 Cadeler shares, approximately 92.06% of the total share capital and voting rights, in connection with the final results and initiation of settlement of the share exchange offer.

In exchange, Cadeler plc shares totaling 355,404,838 were exchanged. The acquired Cadeler shares included 11,156,931 shares represented by American Depositary Shares, with each ADS representing four Cadeler shares.

Filing Explained

The filing further identifies Cadeler plc’s ownership structure: no natural person or legal entity controls it, and its shareholders are Cadeler holders who tendered into the offer.

Key Figures

Cadeler shares acquired: 355,404,839 shares Share capital and voting rights acquired: Approximately 92.06% Cadeler plc shares exchanged: 355,404,838 shares +2 more

5 metrics

Cadeler shares acquired 355,404,839 shares Acquired by Cadeler plc in connection with the share exchange offer

Share capital and voting rights acquired Approximately 92.06% Cadeler plc’s acquired shareholding

Cadeler plc shares exchanged 355,404,838 shares Exchanged for the acquired Cadeler shares

Cadeler shares represented by ADSs 11,156,931 shares Included in the Cadeler shares acquired

Cadeler shares per ADS 4 shares Each American Depositary Share represents four Cadeler shares

Key Terms

share exchange offer, redomiciliation, American Depositary Shares, nominal value

4 terms

share exchange offer financial

"settlement of the share exchange offer"

redomiciliation technical

"contemplated redomiciliation of the Cadeler Group’s parent company"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

American Depositary Shares financial

"shares represented by American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

nominal value financial

"each with a nominal value of DKK 1.00"

Nominal value is the stated or face amount assigned to a financial instrument — for shares it’s the par value printed on the stock certificate, and for money or returns it can mean the number not adjusted for inflation. Think of it like a price tag on an item versus its buying power: the tag tells you the label, but not how much you can actually buy. Investors care because nominal values affect accounting, legal capital, dividend calculations and comparisons over time when inflation may distort real worth.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many CDLR shares did Cadeler plc acquire?

Cadeler plc acquired 355,404,839 Cadeler shares, approximately 92.06% of Cadeler’s total share capital and voting rights, in connection with the share exchange offer.

What did Cadeler plc exchange for the CDLR shares?

Cadeler plc exchanged 355,404,838 Cadeler plc shares for the Cadeler shares it acquired. The acquired shares included 11,156,931 shares represented by American Depositary Shares, each representing four Cadeler shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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 November 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

CADELER A/S: Notification of major shareholding

Copenhagen, 2 November 2026: Cadeler A/S (“Cadeler” and together with its consolidated subsidiaries, the “Cadeler Group”) 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.

Cadeler plc’s direct shareholding in Cadeler has changed in connection with the final results and initiation of settlement of the share exchange offer (the “Offer”) by Cadeler plc in connection with the contemplated redomiciliation of the Cadeler Group’s parent company from Denmark to the United Kingdom. For further information, reference is made to the stock exchange announcement published by Cadeler on 2 November 2026 regarding final results of the Offer.

In connection with the Offer, Cadeler plc has acquired 355,404,839 Cadeler shares, each with a nominal value of DKK 1.00, which include 11,156,931 Cadeler shares represented by American Depositary Shares (each representing four (4) Cadeler shares), in aggregate corresponding to approximately 92.06% of the total share capital and voting rights in exchange for 355,404,838 shares in Cadeler plc, each with a nominal value of USD 1.00.

Cadeler plc is a public limited company incorporated under the laws of England and Wales under the company registration number 16337636 with its registered address at Avocet Court, 8 Central Avenue, St. Andrews Business Park, Norwich NR7 0HR, United Kingdom. Cadeler plc is not controlled by any natural person or legal entity. The shareholders of Cadeler plc consist of the shareholders in Cadeler who have tendered their Cadeler shares pursuant to the Offer.

For further information, please contact:

Cadeler Press Office: press@cadeler.com

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

Cadeler A/S (Cadeler) is a global leader in offshore wind turbine transport and installation. The company owns and operates the industry’s largest fleet of jack-up offshore wind installation vessels and is expanding its capabilities into full-scope foundation transport and installation, as well as operations & maintenance. With its modern fleet and depth of expertise across onshore and offshore operations, Cadeler supports the safe, efficient and reliable delivery of offshore wind projects worldwide. 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: November 2, 2026            CADELER A/S

(Registrant)

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