Cadeler (NYSE: CDLR) starts NOK 7.6m employee share buy-back plan

Rhea-AI Filing Summary

Cadeler A/S has launched a share buy-back programme of up to NOK 7.6 million (approximately EUR 700,000) to acquire a maximum of 105,275 shares. The programme runs from 27 May 2026 to 5 June 2026 and is intended to meet obligations under employee share-based incentive plans.

An independent lead manager will execute repurchases under EU Market Abuse Regulation Safe Harbour Rules. Daily purchases are capped at 25% of the average daily trading volume over the preceding 20 trading days, and prices cannot exceed the higher of the last independent trade or the highest current independent bid.

Key Figures

Buy-back size: NOK 7.6 million Buy-back size (EUR): EUR 700,000 Maximum shares: 105,275 shares +4 more

7 metrics

Buy-back size NOK 7.6 million Maximum cash amount allocated to share buy-back programme

Buy-back size (EUR) EUR 700,000 Approximate euro equivalent of programme cap

Maximum shares 105,275 shares Maximum number of shares that may be acquired under the programme

Share nominal value DKK 1.00 per share Nominal value of each Cadeler share eligible for repurchase

Programme period start 27 May 2026 First day on which buy-back transactions may occur

Programme period end 5 June 2026 Last scheduled day for buy-back transactions

Daily volume cap 25% of average daily volume Limit based on average volume over 20 preceding trading days

Key Terms

share buy-back programme, treasury shares, Market Abuse Regulation, Safe Harbour Rules, +1 more

5 terms

share buy-back programme financial

"Cadeler A/S initiates share buy-back programme of up to NOK 7.6 million"

A share buy-back programme is when a company purchases its own shares from the market. This reduces the total number of shares available, which can increase the value of remaining shares and signal confidence in the company's future. For investors, it can be a sign that the company believes its stock is undervalued and may lead to higher share prices.

treasury shares financial

"pursuant to the authorisation for the acquisition of treasury shares granted by shareholders"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

Market Abuse Regulation regulatory

"implemented in accordance with Article 5 of Regulation (EU) no. 596/2014, the Market Abuse Regulation"

Market abuse regulation consists of laws and rules designed to prevent dishonest or manipulative practices in financial markets. It aims to ensure fair and transparent trading, so investors can trust that markets operate honestly, much like rules that keep a game fair. By reducing unfair advantages, it helps protect investor confidence and promotes healthy, efficient markets.

Safe Harbour Rules regulatory

"together with the Market Abuse Regulation, the Safe Harbour Rules"

average daily trading volume financial

"purchases made on a single day may not exceed 25% of the average daily trading volume"

The average daily trading volume is the typical number of shares or units of a security that change hands each trading day, calculated over a set period. It tells investors how active a market is—like average traffic on a road—so higher volume usually means easier, faster trades and smaller price swings when buying or selling, while low volume can make orders harder to fill and cause bigger price moves.

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 May 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 INITIATES SHARE BUY-BACK PROGRAMME OF UP TO NOK 7.6 MILLION (APPROXIMATELY EUR 700,000)

Copenhagen, 27 May 2026: Cadeler A/S (OSE: CADLR / NYSE: CDLR) (“Cadeler”) today announces the launch of a share buy-back programme of up to NOK 7.6 million (approx. EUR 700,000) (the “Programme”), pursuant to the authorisation for the acquisition of treasury shares granted by Cadeler’s shareholders to its Board of Directors at the company’s general meeting held on April 21, 2026.

The Programme is to be implemented in accordance with Article 5 of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of April 16, 2014, as amended (the “Market Abuse Regulation”) and the Commission’s Delegated Regulation (EU) 2016/1052 of March 8, 2016 (together with the Market Abuse Regulation, the “Safe Harbour Rules”).

The purpose of the Programme is to enable Cadeler to meet its obligations to its employees arising from certain of Cadeler’s share-based incentive programmes.

The Programme will be conducted in the period from 27 May 2026 until 5 June 2026, both days included, unless the maximum number of shares or repurchase amount under the Programme is earlier reached. Cadeler may, however, suspend or terminate the Programme at any time.

The following additional conditions apply to the Programme:

-The Programme will be managed by an independent lead manager on Cadeler’s behalf. The independent lead manager will make its trading decisions regarding the timing of the share repurchases independently of, and without influence from, Cadeler.

-The maximum amount allocated to the Programme is NOK 7.6 million, corresponding to approximately EUR 700,000.

-The maximum number of shares that may be acquired under the Programme is 105,275 shares, each with a nominal value of DKK 1.00.

-Shares acquired under the Programme may not be purchased at a price exceeding the higher of (i) the share price of the last independent trade and (ii) the highest current independent purchase bid on the trading venue where the purchase is carried out.

-Purchases made on a single day may not exceed 25% of the average daily trading volume on the trading venue where the purchases are made, calculated based on the average daily traded volume during the 20 trading days preceding the date of purchase.

Information about any shares acquired under the Programme will be published no later than every seventh trading day on Cadeler’s investor relations website, https://ir.cadeler.com, and by stock exchange announcements. Cadeler will similarly publish information about subsequent amendments to the Programme (if any), including any termination of the Programme.

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 A/S (Cadeler) is a pure-play offshore wind installation partner and 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: May 27, 2026                    CADELER A/S

(Registrant)

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

FAQ

What did Cadeler (CDLR) announce in this Form 6-K?

Cadeler announced a share buy-back programme of up to NOK 7.6 million, targeting a maximum of 105,275 shares. The programme supports obligations under employee share-based incentive schemes and is conducted under EU Market Abuse Regulation Safe Harbour Rules.

What is the size of Cadeler’s new share buy-back programme?

The programme allows Cadeler to repurchase shares for up to NOK 7.6 million, approximately EUR 700,000, with a cap of 105,275 shares. These shares each have a nominal value of DKK 1.00 and will be bought in the open market.

Over what period will Cadeler (CDLR) conduct the share buy-back?

The buy-back will run from 27 May 2026 to 5 June 2026, both days included. Cadeler may suspend or terminate the programme earlier if the maximum amount or share limit is reached, or at its discretion.

What is the purpose of Cadeler’s share buy-back programme?

The stated purpose is to meet Cadeler’s obligations to employees under its share-based incentive programmes. Repurchased shares will provide the company with stock it can use to settle awards granted to staff, rather than issuing new shares.

How will Cadeler ensure its buy-back complies with EU Safe Harbour Rules?

An independent lead manager will execute trades without influence from Cadeler, following price and volume limits set by EU rules. Purchases cannot exceed the higher of the last independent trade or the highest current independent bid, and daily volume is strictly capped.

How often will Cadeler disclose progress on the buy-back?

Information on shares repurchased under the programme will be published at least every seventh trading day. Updates will appear on Cadeler’s investor relations website and via stock exchange announcements, including notice of any amendments or early termination.