Cadeler: BW Altor to hold 30.77% after share exchange

The exchange leaves BW Altor with no direct Cadeler A/S holding and a 30.77% stake in Cadeler plc.

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 (CDLR) reported that BW Altor Pte. Ltd. tendered 109,352,091 Cadeler shares, approximately 28.33% of Cadeler’s share capital and voting rights, in exchange for 109,352,090 Cadeler plc shares as settlement of the share exchange offer began. Each Cadeler share had a nominal value of DKK 1.00; each Cadeler plc share has a nominal value of USD 1.00.

Following the exchange, BW Altor no longer directly holds shares or voting rights in Cadeler A/S. It will hold 30.77% of Cadeler plc’s share capital and voting rights; Cadeler stated that 7.94% of its shareholders did not tender and exchange their shares.

Key Figures

Cadeler shares tendered: 109,352,091 shares Cadeler plc shares received: 109,352,090 shares Share capital and voting rights tendered: approximately 28.33% +2 more

5 metrics

Cadeler shares tendered 109,352,091 shares BW Altor’s shares tendered in the share exchange offer

Cadeler plc shares received 109,352,090 shares Shares exchanged for BW Altor’s tendered Cadeler shares

Share capital and voting rights tendered approximately 28.33% Cadeler A/S share capital and voting rights represented by the tendered shares

Cadeler plc share capital and voting rights 30.77% BW Altor’s holding following the exchange

Cadeler shareholders who did not tender 7.94% Shareholders who did not tender and exchange their Cadeler shares

Key Terms

share exchange offer, redomiciliation, direct and indirect holdings, nominal value

4 terms

share exchange offer financial

"settlement of the share exchange offer"

redomiciliation regulatory

"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.

direct and indirect holdings financial

"regarding direct and indirect holdings of shares in Cadeler"

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 BW Altor exchange?

BW Altor Pte. Ltd. tendered 109,352,091 Cadeler shares in exchange for 109,352,090 Cadeler plc shares. Each Cadeler share had a nominal value of DKK 1.00, and each Cadeler plc share had a nominal value of USD 1.00.

What percentage of Cadeler plc will BW Altor hold after the exchange?

BW Altor will hold 30.77% of Cadeler plc’s share capital and voting rights. Cadeler stated that 7.94% of Cadeler shareholders did not tender and exchange their shares.

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

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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.

BW Altor Pte. Ltd.’s (“BW Altor”) 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, BW Altor has tendered 109,352,091 Cadeler shares, each with a nominal value of DKK 1.00 (corresponding to approximately 28.33% of the total share capital and voting rights) in exchange for 109,352,090 shares in Cadeler plc, each with a nominal value of USD 1.00.

As a result of the Offer, BW Altor no longer directly holds any shares and voting rights in Cadeler. However, BW Altor will hold the same number of shares in Cadeler plc as the number it held in Cadeler prior to the settlement of the Offer, which corresponds to 30.77% of the total share capital and voting rights of Cadeler plc (as 7.94% of the Cadeler shareholders did not tender and exchange their Cadeler shares pursuant to the Offer).

BW Altor Pte. Ltd. is a limited liability company organised under the laws of The Republic of Singapore under the registration number 202035228G with its registered address at 10 Pasir Panjang Road #18-01, Mapletree Business City, Singapore 117438. BW Altor Pte. Ltd. is ultimately controlled by Andreas Sohmen-Pao.

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