Cadeler A/S (NYSE: CDLR) reports BW Altor insider-related share buys

Rhea-AI Filing Summary

Cadeler A/S reported a series of share purchases by BW Altor Pte. Ltd., a company closely associated with Andreas Sohmen-Pao, chairman of the board. The largest transaction was a purchase of 17,510,330 Cadeler shares on 27 November 2025 at NOK 44.50 per share, for a total of NOK 779,209,685.00, executed outside a trading venue.

On 28 November 2025, BW Altor carried out several additional purchases of Cadeler shares across multiple European trading venues, at prices between NOK 43.38 and NOK 43.96 per share, with each venue’s trades reported with their own share counts, average prices and total consideration. All transactions involve Cadeler ordinary shares with ISIN DK0061412772 and are disclosed under the EU Market Abuse Regulation.

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 December 2025

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: REPORTING ON TRANSACTIONS IN CADELER A/S SHARES BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Copenhagen, 1 December 2025: Cadeler A/S (“Cadeler”) has received notification pursuant to article 19 of the Market Abuse Regulation (EU) no. 596/2014 of the below transaction related to shares in Cadeler made by persons discharging managerial responsibilities in Cadeler and/or persons closely associated with them.

BW Altor Pte. Ltd., a person closely associated with Andreas Sohmen-Pao, Chairman of the Board of Directors, has made the transactions described in the attached notification on the date set out therein.

Please see the attached file for further details.

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

Reporting of transactions made by persons discharging managerial responsibilities and persons closely associated with them in Cadeler A/S’ shares

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	BW Altor Pte. Ltd.
2	Reason for the notification
a)	Position/status	Closely associated person to Andreas Sohmen-Pao, chairman of the Board of Directors
b)	Initial notification /Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cadeler A/S
b)	LEI	9845008439EUED140282
4.1	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 44.50	17,510,330

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 44.50 Total number of shares: 17,510,330 Total price: NOK 779,209,685.00
e)	Date of the transaction	27 November 2025
f)	Place of the transaction	Outside a trading venue

4.2	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.40	208

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.40 Total number of shares: 208 Total price: NOK 9,027.20
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	AQUIS EXCHANGE EUROPE AUCTION ON DEMAND (AOD), AQEA
4.3	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.48	1,087

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.48 Total number of shares: 1,087 Total price: NOK 47,262.76
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	AQUIS EXCHANGE EUROPE NON DISPLAY ORDER BOOK (NDOB), AQED

4.4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.38	865
			NOK 43.39	1,344
			NOK 43.40	2,927
			NOK 43.47	4,292
			NOK 43.50	865
			NOK 43.54	1,000
			NOK 43.56	543
			NOK 43.58	2,055
			NOK 43.59	1,983
			NOK 43.73	1,163
			NOK 43.77	3,120

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.54 Total number of shares: 20,157 Total price: NOK 877,681.74
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	CBOE EUROPE - DXE PERIODIC (NL), BEUP
4.5	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.40	131
			NOK 43.46	923
			NOK 43.68	690

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.54 Total number of shares: 1,744 Total price: NOK 75,938.18
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	GOLDMAN SACHS BANK EUROPE SE - SYSTEMATIC INTERNALISER, GSEI

4.6	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.58	2,909
			NOK 43.62	14,545
			NOK 43.79	14,545

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.69 Total number of shares: 31,999 Total price: NOK 1,398,152.67
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	HRTEU LIMITED, HREU
4.7	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.49	6,839
			NOK 43.52	5,410

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.50 Total number of shares: 12,249 Total price: NOK 532,871.31
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	JANE STREET NETHERLANDS B.V., JNSI

4.8	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.70	3,266
			NOK 43.71	3,228
			NOK 43.76	4,529
			NOK 43.81	3,650
			NOK 43.88	717
			NOK 43.96	1,002

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.77 Total number of shares: 16,392 Total price: NOK 717,425.50
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	MORGAN STANLEY EUROPE S.E. - SYSTEMATIC INTERNALISER, MESI
4.9	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.80	47,526
			NOK 43.87	25,610

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 43.82 Total number of shares: 73,136 Total price: NOK 3,205,149.50
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	POSIT DARK, XPOS

4.10	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument and identification code	Shares ISIN DK0061412772
b)	Nature of the transaction	Purchase of shares

c)	Price(s) and volume(s)		Price(s)	Volume(s)
			NOK 43.60	3,210

d)	Aggregated information -       Aggregated volume -       Price	Average price per share: NOK 139,956.00 Total number of shares: 3,210 Total price: NOK 47,262.76
e)	Date of the transaction	28 November 2025
f)	Place of the transaction	XTX MARKETS SAS, XTXE

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: December 1, 2025	CADELER A/S
	(Registrant)
	By:	/s/ Mikkel Gleerup
	Name:	Mikkel Gleerup
	Title:	Chief Executive Officer

FAQ

What did Cadeler A/S (CDLR) disclose in this Form 6-K?

Cadeler A/S disclosed that BW Altor Pte. Ltd., a person closely associated with the chairman of the board, carried out multiple purchases of Cadeler shares on 27 and 28 November 2025, and reported the details under the EU Market Abuse Regulation.

Who is BW Altor Pte. Ltd. in relation to Cadeler A/S (CDLR)?

BW Altor Pte. Ltd. is identified as a closely associated person to Andreas Sohmen-Pao, who is the chairman of Cadeler’s Board of Directors. Transactions by BW Altor are therefore reportable as manager-related dealings.

How many Cadeler A/S shares did BW Altor buy and at what main price?

The largest single transaction reported is a purchase of 17,510,330 Cadeler shares on 27 November 2025 at an average price of NOK 44.50 per share, for a total consideration of NOK 779,209,685.00. Additional, smaller purchases on 28 November occurred at prices between NOK 43.38 and NOK 43.96 per share.

On which dates and trading venues were Cadeler (CDLR) shares purchased?

BW Altor purchased Cadeler shares on 27 November 2025 outside a trading venue, and on 28 November 2025 on several venues including AQUIS Exchange Europe, Cboe Europe DXE, Goldman Sachs Bank Europe SE (systematic internaliser), HRTEU Limited, Jane Street Netherlands B.V., Morgan Stanley Europe SE (systematic internaliser), and XTX Markets SAS.

What type of financial instrument was involved in the Cadeler A/S transactions?

All reported transactions involve Cadeler A/S shares with the identification code ISIN DK0061412772, described as ordinary shares of the company.

Does this Cadeler A/S disclosure involve new share issuance or secondary market trades?

The disclosure describes the purchase of existing Cadeler shares by BW Altor Pte. Ltd. at specified prices on and off various trading venues. The company itself is not described as issuing or selling new shares in connection with these transactions.

Why is Cadeler A/S required to report these BW Altor share transactions?

The transactions are reported because they were made by a person closely associated with a member of Cadeler’s Board of Directors. Cadeler states that it received a notification under article 19 of the EU Market Abuse Regulation (No. 596/2014) and is publishing the details accordingly.