Cadeler plc acquires 355M Cadeler A/S shares

The exchange terms were one Cadeler plc share per Cadeler A/S share, while Cadeler plc reported acquiring 355,404,839 Cadeler A/S shares.

Available on EDGAR 11/03/2026 - 08:11 AM EST Accepted by SEC EDGAR 11/03/2026 - 08:11 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler A/S (CDLR) reported notices of tenders made on November 2, 2026, in Cadeler plc’s voluntary offer. The offer exchanged each Cadeler A/S share for one Cadeler plc share; each Cadeler A/S ADS, representing four Cadeler A/S shares, was exchanged for four Cadeler plc shares. Cadeler plc reported acquiring 355,404,839 Cadeler A/S shares.

Reported tenderers included CEO Mikkel Gleerup (308,497 shares and 4,000 ADSs representing 16,000 shares), CFO Peter Brogaard Hansen (118,938 shares and 500 ADSs representing 2,000 shares), Vice Chair Emanuele A. Lauro (2,065,912 shares), and director James B. Nish (124,428 shares). Entities closely associated with directors also tendered shares: BW Altor Pte. Ltd., associated with Chair Andreas Sohmen-Pao, tendered 109,352,091; Scorpio Holdings Limited and Scorpio Services Holding Limited, associated with Emanuele A. Lauro, tendered 41,385,792 and 7,971,033, respectively; and Niki Invest ApS, associated with director Ditlev Wedell-Wedellsborg, tendered 87,410 shares.

Key Figures

Cadeler plc acquisition: 355,404,839 Cadeler A/S shares Share exchange ratio: 1 Cadeler plc share per Cadeler A/S share ADS exchange ratio: 4 Cadeler plc shares per ADS +5 more

8 metrics

Cadeler plc acquisition 355,404,839 Cadeler A/S shares Acquired in the voluntary offer on November 2, 2026

Share exchange ratio 1 Cadeler plc share per Cadeler A/S share Voluntary offer terms

ADS exchange ratio 4 Cadeler plc shares per ADS Each ADS represented four Cadeler A/S shares

BW Altor Pte. Ltd. tender 109,352,091 shares Cadeler A/S shares tendered on November 2, 2026

Scorpio Holdings Limited tender 41,385,792 shares Cadeler A/S shares tendered on November 2, 2026

Emanuele A. Lauro tender 2,065,912 shares Cadeler A/S shares tendered on November 2, 2026

Mikkel Gleerup tender 308,497 shares Cadeler A/S shares tendered on November 2, 2026

Mikkel Gleerup ADS tender 4,000 ADSs Representing 16,000 Cadeler A/S shares, tendered on November 2, 2026

Key Terms

voluntary offer, persons discharging managerial responsibilities, closely associated person, American Depositary Shares (ADSs)

4 terms

voluntary offer financial

"in the voluntary offer by Cadeler plc"

persons discharging managerial responsibilities regulatory

"persons discharging managerial responsibilities in Cadeler A/S"

Persons Discharging Managerial Responsibilities are the key people in a company who make big decisions, like top managers or executives. Knowing who they are is important because their actions can influence the company’s success or failure, and they are often required to share information about their dealings to ensure transparency for investors and the public.

closely associated person regulatory

"a person closely associated with Andreas Sohmen-Pao"

American Depositary Shares (ADSs) financial

"American Depositary Shares (ADSs) each representing four (4) Cadeler A/S shares"

A U.S.-listed certificate that stands for a specific number of shares in a non‑U.S. company held by a U.S. bank, making the foreign stock tradable on American exchanges in dollars. Think of it like a local voucher that represents ownership of an overseas product — it lets U.S. investors buy and sell foreign companies without handling foreign currency or foreign brokerage accounts, but it can affect dividends, voting rights, fees, liquidity and exposure to currency and regulatory differences.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Cadeler A/S shares did Cadeler plc acquire in the offer?

Cadeler plc reported acquiring 355,404,839 Cadeler A/S shares on November 2, 2026, through the voluntary offer, which exchanged each Cadeler A/S share for one Cadeler plc share.

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

Form 6-K: How Foreign Companies Report to the SEC →

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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: REPORTING ON TRANSACTIONS IN CADELER A/S SHARES BY PERSONS DISCHARGING

MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Copenhagen, 2 November 2026: Cadeler A/S (“Cadeler”) has received notifications pursuant to article 19 of

the Market Abuse Regulation (EU) no. 596/2014 of the below transactions related to shares in Cadeler A/S

made by persons discharging managerial responsibilities in Cadeler A/S and/or persons closely associated

with them.

The following persons have made the transactions described in the attached notifications on the dates set

out therein:

•Mikkel Gleerup, Chief Executive Officer;

•Peter Brogaard Hansen, Chief Financial Officer;

•Emanuele A. Lauro, Vice Chair of the Board of Directors;

•BW Altor Pte. Ltd., a person closely associated with Andreas Sohmen-Pao, Chair of the Board of

Directors;

•Scorpio Holdings Limited, a person closely associated with Emanuele A. Lauro, Vice Chair of the

Board of Directors;

•Scorpio Services Holding Limited, a person closely associated with Emanuele A. Lauro, Vice Chair of

the Board of Directors;

•Niki Invest ApS, a person closely associated with Ditlev Wedell-Wedellsborg, a member of the Board

of Directors;

•James B. Nish, a member of the Board of Directors; and

•Cadeler plc, a person closely associated with all members of the Board of Directors and Executive

Management.

Please see the attached files for further details.

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.

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	Mikkel Gleerup
2	Reason for the notification
a)	Position/status	Chief Executive Officer
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	Tendering of 308,497 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	308,497
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 308,497 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – 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	American Depositary Shares (ADSs) each representing four (4) Cadeler A/S shares ISIN US12738K1097
b)	Nature of the transaction	Tendering of 4,000 Cadeler A/S ADSs (representing 16,000 shares) in Cadeler plc’s voluntary offer to exchange each Cadeler A/S share, nominal value DKK 1, for 1 Cadeler plc share, nominal value USD 1. Each ADS is exchanged for 4 Cadeler plc shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	16,000
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 16,000 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	Peter Brogaard Hansen
2	Reason for the notification
a)	Position/status	Chief Financial Officer
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	Tendering of 118,938 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	118,938
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 118,938 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – 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	American Depositary Shares (ADSs) each representing four (4) Cadeler A/S shares ISIN US12738K1097
b)	Nature of the transaction	Tendering of 500 Cadeler A/S ADSs (representing 2,000 shares) in Cadeler plc’s voluntary offer to exchange each Cadeler A/S share, nominal value DKK 1, for 1 Cadeler plc share, nominal value USD 1. Each ADS is exchanged for 4 Cadeler plc shares
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	2,000
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 2,000 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	Emanuele A. Lauro
2	Reason for the notification
a)	Position/status	Vice Chair 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	Tendering of 2,065,912 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	2,065,912
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 2,065,912 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

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, Chair 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		Tendering of 109,352,091 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)		Price(s) and volume(s)		Price(s)	V o
				N/A	1 0
d)		Aggregated information -Aggregated volume -Price		Average price per share: N/A -Total number of shares: 109,352,091 shares -Total price: N/A
e)		Date of the transaction		2 November 2026
f)		Place of the transaction		XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	Scorpio Holdings Limited
2	Reason for the notification
a)	Position/status	Closely associated person to Emanuele A. Lauro, Vice Chair 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	Tendering of 41,385,792 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	41,385,792
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 41,385,792 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	Scorpio Services Holding Limited
2	Reason for the notification
a)	Position/status	Closely associated person to Emanuele A. Lauro, Vice Chair 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	Tendering of 7,971,033 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	7,971,033
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 7,971,033 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name		Niki Invest ApS
2	Reason for the notification
a)	Position/status		Closely associated person to Ditlev Wedell-Wedellsborg, member 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		Tendering of 87,410 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)		Price(s) and volume(s)		Price(s)	V o
				N/A	8 7
d)		Aggregated information -Aggregated volume -Price		Average price per share: N/A -Total number of shares: 87,410 shares -Total price: N/A
e)		Date of the transaction		2 November 2026
f)		Place of the transaction		XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name	James B. Nish
2	Reason for the notification
a)	Position/status	Member 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	Tendering of 124,428 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)	Price(s) and volume(s)	Price(s)	Volume(s)
		N/A	124,428
d)	Aggregated information -Aggregated volume -Price	Average price per share: N/A -Total number of shares: 124,428 shares -Total price: N/A
e)	Date of the transaction	2 November 2026
f)	Place of the transaction	XOFF – Outside a trading venue

1	Details of the Reporting Person and their Closely Associated Persons
a)	Name		Cadeler plc
2	Reason for the notification
a)	Position/status		Closely associated person to all members of the Board of Directors and Executive Management of Cadeler A/S
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		Acquisition of 355,404,839 Cadeler A/S shares in the voluntary offer by Cadeler plc to all holders of shares in Cadeler A/S, nominal value of DKK 1 each, to exchange each Cadeler A/S share for 1 share in Cadeler plc, nominal value of USD 1 each
c)		Price(s) and volume(s)		Price(s)	V o
				N/A	3 5
d)		Aggregated information -Aggregated volume -Price		Average price per share: N/A -Total number of shares: 355,404,839 shares -Total price: N/A
e)		Date of the transaction		2 November 2026
f)		Place of the transaction		XOFF – Outside a trading venue

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