BW Altor lifts Cadeler (NYSE: CDLR) ownership to 28.24% after placement

Rhea-AI Filing Summary

Cadeler A/S reports a change in major shareholding after a recent private placement and related share lending activity. BW Altor Pte. Ltd. now holds 109,007,909 Cadeler shares of nominal value DKK 1 each, equal to 28.24% of the company’s total share capital and voting rights, up from 22.10% at the last major shareholder notification.

The updated position reflects the redelivery of 22,968,883 lent shares used to facilitate delivery-versus-payment settlement for investors in a private placement of 35,095,758 new shares, along with BW Altor’s own subscription and additional share purchases on 27 March 2026.

Insights

Equity ownership analyst

BW Altor lifts its Cadeler stake to 28.24%, consolidating its role as a key shareholder.

Cadeler discloses that BW Altor Pte. Ltd. now owns 109,007,909 shares, or 28.24% of the share capital and votes. The increase stems from a private placement of 35,095,758 new shares, share lending mechanics and follow-on market purchases.

The transaction structure included lending 22,968,883 existing shares to a settlement agent to enable delivery-versus-payment, followed by redelivery of those shares and BW Altor’s additional acquisitions. This filing mainly updates the ownership picture and confirms BW Altor’s strengthened position without providing new financial performance data.

Key Figures

BW Altor shareholding: 109,007,909 shares BW Altor ownership percentage: 28.24% Previous ownership percentage: 22.10% +2 more

5 metrics

BW Altor shareholding 109,007,909 shares Current Cadeler holding after private placement

BW Altor ownership percentage 28.24% Portion of Cadeler share capital and voting rights

Previous ownership percentage 22.10% BW Altor’s stake at latest prior major shareholder notification

New shares in Private Placement 35,095,758 shares Number of new Cadeler shares issued in the private placement

Shares lent under share lending arrangement 22,968,883 shares Cadeler shares BW Altor lent to the settlement agent

Key Terms

major shareholder notification, Private Placement, share lending arrangement, delivery-versus-payment (DVP), +1 more

5 terms

major shareholder notification regulatory

"has received the following major shareholder notification pursuant to Section 38"

Private Placement financial

"results of a private placement of 35,095,758 new shares in Cadeler"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

share lending arrangement financial

"as a result of the redelivery of 22,968,883 shares in Cadeler in connection with the share lending arrangement"

delivery-versus-payment (DVP) financial

"for the purpose of facilitating delivery-versus-payment (DVP) of the shares allocated"

offshore wind installation technical

"Cadeler is a global leader in offshore wind installation, operations, and maintenance services."

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 March 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: Notification of major shareholding

Copenhagen, 31 March 2026: Cadeler A/S (OSE: CADLR, NYSE: CDLR) (“Cadeler”) 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”) shareholding in Cadeler has changed in connection with the completion of the Private Placement as a result of the redelivery of 22,968,883 shares in Cadeler in connection with the share lending arrangement, pursuant to which BW Altor lent 22,968,883 shares in Cadeler to DNB Carnegie, a part of DNB Bank ASA, (the “Settlement Agent”) for the purpose of facilitating delivery-versus-payment (DVP) of the shares allocated to investors in the Private Placement, other than BW Altor, with existing shares in Cadeler already listed on the Oslo Stock Exchange. Reference is made to the stock exchange announcement published by Cadeler on 26 March 2026 regarding the results of a private placement of 35,095,758 new shares in Cadeler (the “Private Placement”) and to the stock exchange announcement published by Cadeler on 30 March 2026 regarding increase of the share capital of Cadeler.

In addition, BW Altor has on 27 March 2026 acquired additional shares in Cadeler.

As a result of the redelivery of lending shares and subscription of shares in connection with the Private Placement as well as the purchase of additional shares, BW Altor currently holds 109,007,909 shares in Cadeler of a nominal value of DKK 1 each, corresponding to 28.24% (latest major shareholder notification was made at 22.10%) of the total share capital and voting rights.

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:

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: March 31, 2026                    CADELER A/S

(Registrant)

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

FAQ

What major shareholding change did Cadeler (CDLR) disclose in March 2026?

Cadeler disclosed that BW Altor Pte. Ltd. increased its holding to 109,007,909 shares, representing 28.24% of Cadeler’s share capital and voting rights, up from 22.10% at the previous notification, following a private placement and additional share purchases.

How did BW Altor’s ownership in Cadeler (CDLR) reach 28.24%?

BW Altor’s ownership rose to 28.24% through redelivery of 22,968,883 lent shares, subscription in a private placement of 35,095,758 new shares, and additional market purchases on 27 March 2026, as described in Cadeler’s March 2026 announcement.

What was BW Altor’s previous reported stake in Cadeler (CDLR)?

Before this update, BW Altor’s last reported holding in Cadeler was 22.10% of share capital and voting rights. The new notification shows its interest has increased to 28.24%, reflecting participation in the private placement and subsequent share transactions.

What role did the share lending arrangement play in Cadeler’s private placement?

BW Altor lent 22,968,883 shares to DNB Carnegie, acting as settlement agent, to facilitate delivery-versus-payment of shares allocated to private placement investors. These lent shares were later redelivered to BW Altor, contributing to its updated overall holding in Cadeler.

How many new shares were issued in Cadeler’s private placement?

Cadeler’s referenced private placement comprised 35,095,758 new shares. These new shares, combined with a share lending arrangement and additional purchases by BW Altor, resulted in BW Altor’s increased stake to 109,007,909 shares, or 28.24% of Cadeler’s capital and votes.

Who ultimately controls BW Altor, the major shareholder in Cadeler (CDLR)?

BW Altor Pte. Ltd., Cadeler’s major shareholder holding 28.24%, is a Singapore-incorporated limited liability company. The filing states that BW Altor is ultimately controlled by Andreas Sohmen-Pao, providing transparency on the ownership structure behind this significant shareholding.