Cadeler (NYSE: CDLR) AGM approves profit retention, buyback and new share issue powers

Rhea-AI Filing Summary

Cadeler A/S held its 2026 annual general meeting, where shareholders approved the 2025 Annual Report and agreed to carry forward a profit of EUR 280.2 million without paying a dividend. The meeting re-elected key board members, including the chair and vice chair, and confirmed EY as auditor.

Shareholders authorised the Board to repurchase up to 10% of the share capital as treasury shares until April 2030, within a price band of ±10% of market price. They also approved new and extended authorisations to increase share capital, including up to DKK 70,185,000 with and without pre-emptive rights, and updated the Articles of Association, including the meeting venue wording.

Key Figures

2025 profit: EUR 280.2 million Treasury share buyback limit: Up to 10% of share capital Buyback price band: ±10% of official market price +4 more

7 metrics

2025 profit EUR 280.2 million Carried forward for year ended 31 December 2025, no dividend

Treasury share buyback limit Up to 10% of share capital Board authorised to acquire until 20 April 2030

Buyback price band ±10% of official market price Relative to Euronext Oslo Børs or NYSE price at agreement

Capital increase without pre-emptive rights Up to DKK 70,185,000 Authorisation at market price, expires 22 April 2028

Capital increase with pre-emptive rights Up to DKK 70,185,000 Authorisation may be below market price, expires 22 April 2028

Employee incentive share pool Up to DKK 5,000,000 Capital increase authorisation for board, management, employees to 30 Sept 2027

Combined maximum authorisation DKK 70,185,000 New combined share capital increase limit under Articles 3.1 and 3.2

Key Terms

treasury shares, pre-emptive rights, Annual General Meeting, discharge of liability, +2 more

6 terms

treasury shares financial

"authorise the Board of Directors to acquire treasury shares in the period until 20 April 2030"

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.

pre-emptive rights financial

"without pre-emptive rights for the existing shareholders at market price"

An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.

Annual General Meeting financial

"today held its annual general meeting, at which the following was resolved"

discharge of liability regulatory

"grant discharge of liability to the Board of Directors and the Executive Management"

sustainability reporting regulatory

"as the Company’s auditor in respect of statutory financial and sustainability reporting"

Sustainability reporting is a company’s regular disclosure of how its operations affect the environment, workers, communities and how it manages those impacts, including energy use, pollution, workplace safety and board oversight. Investors use it like a report card to judge long-term risk and opportunity: clear, reliable reporting can reveal hidden costs or strengths that affect future profits and the company’s resilience to regulations, consumer shifts or supply disruptions.

Articles of Association regulatory

"replace the current authorisation in Article 3.1 of the Articles of Association"

A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.

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

Results of the Annual General Meeting 2026 of Cadeler A/S

Copenhagen, 21 April 2026: Cadeler A/S (the “Company” or “Cadeler”) today held its annual general meeting, at which the following was resolved:

•Election of the chair of the general meeting as proposed;

•The annual general meeting took note of the report on the Company’s activities in the past financial year;

•Adoption of the Annual Report for 2025 as proposed;

•Adoption of the proposal by the Board of Directors to carry forward the profit of EUR 280.2 million for the financial year ended 31 December 2025 and not distribute dividends to the shareholders;

•Approval of the annual remuneration report for 2025 in an advisory vote;

•Approval of the proposal to grant discharge of liability to the Board of Directors and the Executive Management;

•Approval of the proposed remuneration of the Board of Directors for the remainder of 2026 until the next annual general meeting;

•Re-election of Colette Cohen, Ditlev Wedell-Wedellsborg and Thomas Thune Andersen as members of the Board of Directors, each for a period of two years;

•Re-election of Andreas Sohmen-Pao as Chairman of the Board of Directors for a period of one year;

•Re-election of Emanuele Lauro as Vice Chairman of the Board of Directors for a period of one year;

•Re-election of Bjarte Bøe as member of the Nomination Committee for a period of two years;

•Re-appointment of EY Godkendt Revisionspartnerselskab as the Company’s auditor in respect of statutory financial and sustainability reporting;

•Approval of the proposal to authorise the Board of Directors to acquire treasury shares in the period until 20 April 2030, on one or more occasions, with a total nominal value of up to 10% of the share capital of the Company, for so long as the Company’s holding of treasury shares after such acquisition does not exceed 10% of the Company’s share capital. The consideration may not deviate more than 10% from the official price quoted on Euronext Oslo Børs or the New York Stock Exchange at the date of the agreement or acquisition;

•Approval of the proposal by the Board of Directors to replace the current authorisation in Article 3.1 of the Articles of Association with a new authorisation to increase the Company’s share capital with up to nominally DKK 70,185,000 without pre-emptive rights for the existing shareholders at market price and that such new authorisation expire on 22 April 2028;

•Approval of the proposal by the Board of Directors to replace the current authorisation in Article 3.2 of the Articles of Association with a new authorisation to increase the Company’s share capital with up to nominally DKK 70,185,000 with pre-emptive rights for the existing shareholders at a price, which may be below market price, and that such new authorisation expire on 22 April 2028;

•Approval of the proposal by the Board of Directors to extend the current authorisation in Article 3.3 of the Articles of Association to increase the Company’s share capital with up to nominally DKK 5,000,000 without pre-emptive rights for the existing shareholders at a price, which may be below market price, in connection with an issue of new shares to members of the Board of Directors, Executive Management and/or employees by one year until 30 September 2027;

•Approval of the proposal by the Board of Directors to replace the current combined maximum authorisation in Article 3.5 of the Articles of Association with a new combined maximum authorisation of nominally DKK 70,185,000, as a consequence of the new authorisations to increase the Company’s share capital approved under Articles 3.1 and 3.2 of the Articles of Association;

•Approval of the proposal by the Board of Directors to amend the current general meeting venue in Article 4.1 of the Articles of Association due to new region naming.

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 21, 2026                    CADELER A/S

(Registrant)

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

FAQ

What did Cadeler (CDLR) shareholders decide about the 2025 profit at the 2026 AGM?

Shareholders approved carrying forward the 2025 profit of EUR 280.2 million without paying a dividend. This means the earnings remain in the company rather than being distributed in cash, supporting balance sheet strength and potential future investments or capital decisions.

Did Cadeler (CDLR) approve a share buyback authorization at the 2026 AGM?

Yes, shareholders authorised the Board to acquire treasury shares up to 10% of share capital until 20 April 2030. Purchases can deviate by no more than 10% from the official share price on Euronext Oslo Børs or the NYSE at the agreement date.

What new share capital increase authorisations did Cadeler (CDLR) approve?

Shareholders approved new authorisations to increase share capital by up to nominally DKK 70,185,000 without pre-emptive rights and up to DKK 70,185,000 with pre-emptive rights. These authorisations run until 22 April 2028 and allow issues at market price or below, respectively.

How did the Cadeler (CDLR) AGM address board elections and leadership roles?

Shareholders re-elected several directors and confirmed key leadership roles. Colette Cohen, Ditlev Wedell-Wedellsborg and Thomas Thune Andersen were re-elected for two years, while Andreas Sohmen-Pao and Emanuele Lauro were re-elected as Chairman and Vice Chairman for one year each.

Who will audit Cadeler’s financial and sustainability reporting after the 2026 AGM?

EY Godkendt Revisionspartnerselskab was re-appointed as Cadeler’s auditor. The mandate covers both statutory financial reporting and sustainability reporting, continuing the existing audit relationship approved by shareholders at the annual general meeting.

Did Cadeler (CDLR) approve any share-based incentive authorisation for management and employees?

Yes, shareholders extended an authorisation to increase share capital by up to nominally DKK 5,000,000 for share issues to directors, executives and employees. This authorisation, without pre-emptive rights and potentially below market price, now runs until 30 September 2027.

Were there any changes to Cadeler’s Articles of Association at the 2026 AGM?

Shareholders approved several updates to the Articles of Association. These included replacing and extending capital increase authorisations, adjusting the combined maximum authorisation to DKK 70,185,000, and amending the general meeting venue clause due to updated region naming.