Cadeler eyes possible UK move with 1:1 share exchange

Cadeler A/S (CDLR) announced that Cadeler Limited, to be renamed Cadeler plc, has filed a registration statement on Form F-4 with the U.S. SEC in connection with a potential redomiciliation of the group’s parent company from Denmark to the United Kingdom.

Rhea-AI Filing Summary

Cadeler A/S (CDLR) announced that Cadeler Limited, to be renamed Cadeler plc, has filed a registration statement on Form F-4 with the U.S. SEC in connection with a potential redomiciliation of the group’s parent company from Denmark to the United Kingdom. If pursued, this may be implemented via a share-for-share exchange offer in which shareholders could exchange each Cadeler A/S share (including those represented by American Depositary Shares) on a 1:1 basis for shares in Cadeler plc, an English company formed for this purpose. The current board and executive management of Cadeler A/S are expected to continue in the same roles at Cadeler plc following any completion. No final decision has yet been made to proceed or to launch the exchange offer; further details and a combined EU/EEA prospectus and offer document are expected only if such decisions are taken.

Key Figures

Exchange ratio: 1:1 share-for-share Form type filed: Form F-4 Announcement date: 27 August 2026

3 metrics

Exchange ratio 1:1 share-for-share Proposed exchange of Cadeler A/S shares (including ADS-represented shares) for Cadeler plc shares

Form type filed Form F-4 Registration statement filed by Cadeler Limited with the SEC for potential redomiciliation

Announcement date 27 August 2026 Date Cadeler A/S announced the Form F-4 filing and potential redomiciliation

Key Terms

Form F-4, redomiciliation, share-for-share exchange offer, American Depositary Shares, +1 more

5 terms

Form F-4 regulatory

"has publicly filed a registration statement on Form F-4 with the U.S."

Form F-4 is an official filing with the U.S. Securities and Exchange Commission used by non-U.S. companies when they offer securities in connection with mergers, acquisitions, exchange offers or similar transactions. It acts like a detailed product label or instruction manual that explains the deal, the securities being offered, financials, risks and voting requirements, and it matters to investors because it provides the essential facts needed to evaluate how the transaction could affect ownership, value and future returns.

redomiciliation regulatory

"in connection with the potential redomiciliation of the Cadeler Group’s parent"

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.

share-for-share exchange offer financial

"may be effected through a share-for-share exchange offer pursuant to which"

American Depositary Shares financial

"including those shares in Cadeler A/S 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.

EU/EEA prospectus regulatory

"A combined EU/EEA prospectus and offer document is expected to be made"

FAQ

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

Cadeler A/S announced that Cadeler Limited, to be renamed Cadeler plc, filed a Form F-4 registration statement with the SEC for a potential redomiciliation of the group’s parent company from Denmark to the United Kingdom.

How would the potential redomiciliation of Cadeler (CDLR) be structured?

The potential redomiciliation may be effected through a share-for-share exchange offer, where Cadeler A/S shareholders could exchange their shares (including those represented by ADSs) on a 1:1 basis for shares in Cadeler plc, incorporated in England and Wales.

Has Cadeler (CDLR) made a final decision to proceed with the redomiciliation?

No. The filing states that no final decision has been made by the board of Cadeler A/S to proceed with the redomiciliation or by the board of Cadeler plc to launch the exchange offer.

What happens to Cadeler’s board and management if the redomiciliation is completed?

The board of directors and executive management of Cadeler A/S are expected to continue as the board of directors and executive management of Cadeler plc following completion of the potential redomiciliation.

Where can investors find more information on Cadeler’s (CDLR) proposed exchange offer?

The Form F-4 registration statement with preliminary information on the proposed exchange offer is publicly available on the SEC’s website, and a combined EU/EEA prospectus and offer document is expected to be published if decisions to proceed are made.

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Available on EDGAR 08/27/2026 - 05:28 PM Accepted by SEC EDGAR 08/27/2026 - 05:27 PM Learn about SEC filing dates

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 August 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

CADELER A/S: Public filing by Cadeler Limited of a registration statement on Form F-4 with the U.S. Securities and Exchange Commission for a potential redomiciliation of Cadeler from Denmark to the United Kingdom

Copenhagen, 27 August 2026 -- Cadeler A/S (“Cadeler” or the “Company” and, together with its consolidated subsidiaries, the “Cadeler Group”) today announces that Cadeler Limited, to be renamed Cadeler plc, has publicly filed a registration statement on Form F-4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the potential redomiciliation of the Cadeler Group’s parent company from Denmark to the United Kingdom (the “Redomiciliation”).

As first disclosed on 28 June 2024, the Company is considering a potential Redomiciliation, which may be effected through a share-for-share exchange offer pursuant to which the Company’s shareholders may be offered to exchange their shares in Cadeler A/S (including those shares in Cadeler A/S represented by American Depositary Shares) on a 1:1 basis for shares in Cadeler plc, a company incorporated in England and Wales for the purpose of the Redomiciliation. The board of directors and executive management of the Company are expected to continue as the board of directors and executive management of Cadeler plc following the completion of the potential Redomiciliation. No final decision has been made by the Company’s board of directors to proceed with the Redomiciliation or by the board of directors of Cadeler plc to launch the exchange offer, and further information on the process, terms of the exchange offer and shares offered, will be provided in due course if and when any such decision is made.

The registration statement on Form F-4 contains certain preliminary information regarding the proposed exchange offer and is publicly available on the SEC’s website at www.sec.gov. A combined EU/EEA prospectus and offer document is expected to be made public in due course, subject to any final decision by the Company’s board of directors to proceed with the Redomiciliation and the board of directors of Cadeler plc to launch the exchange offer.

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:

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.

This information is subject to disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.

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: August 27, 2026            CADELER A/S

(Registrant)

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