Cadeler: BW Altor receives 109M shares in exchange

Each Cadeler A/S share was exchanged for one Cadeler plc share, and the transactions were recorded outside a trading venue.

Accepted by SEC EDGAR 11/04/2026 - 01:31 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler plc reported share receipts by insiders and associated entities under its voluntary share-for-share exchange offer on November 4, 2026. Each Cadeler A/S share was exchanged for one Cadeler plc share. Chief Executive Officer Mikkel Gleerup received 324,497 shares and Chief Financial Officer Peter Brogaard Hansen received 120,938. BW Altor Pte. Ltd., a person closely associated with Chair Andreas Sohmen-Pao, received 109,352,090 shares. Vice Chair Emanuele A. Lauro received 2,065,912 shares; entities closely associated with him, Scorpio Holdings Limited and Scorpio Services Holding Limited, received 41,385,792 and 7,971,033 shares, respectively. Board member James B. Nish received 124,428 shares. The transactions were recorded outside a trading venue.

Key Figures

Shares received by Mikkel Gleerup: 324,497 shares Shares received by Peter Brogaard Hansen: 120,938 shares Shares received by BW Altor Pte. Ltd.: 109,352,090 shares +4 more

7 metrics

Shares received by Mikkel Gleerup 324,497 shares Voluntary share exchange, November 4, 2026

Shares received by Peter Brogaard Hansen 120,938 shares Voluntary share exchange, November 4, 2026

Shares received by BW Altor Pte. Ltd. 109,352,090 shares Person closely associated with Chair Andreas Sohmen-Pao; November 4, 2026

Shares received by Emanuele A. Lauro 2,065,912 shares Voluntary share exchange, November 4, 2026

Shares received by Scorpio Holdings Limited 41,385,792 shares Person closely associated with Vice Chair Emanuele A. Lauro; November 4, 2026

Shares received by Scorpio Services Holding Limited 7,971,033 shares Person closely associated with Vice Chair Emanuele A. Lauro; November 4, 2026

Shares received by James B. Nish 124,428 shares Voluntary share exchange, November 4, 2026

Key Terms

voluntary share exchange offer, Person closely associated, American Depositary Shares, nominal value

4 terms

voluntary share exchange offer financial

"settlement of the offer"

Person closely associated regulatory

"Person closely associated with Andreas Sohmen-Pao"

American Depositary Shares financial

"shares 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.

nominal value financial

"each with a nominal value of USD 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 shares did CDLR's CEO and CFO receive?

Mikkel Gleerup, Chief Executive Officer, received 324,497 shares, and Peter Brogaard Hansen, Chief Financial Officer, received 120,938 shares on November 4, 2026.

What was the exchange ratio in CDLR's share exchange?

Each Cadeler A/S share was exchanged for one Cadeler plc share under the voluntary share exchange offer.

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
under the Securities Exchange Act of 1934

For the month of November 2026

Commission File Number: 333-298599

CADELER PLC

(Translation of registrant’s name into English)

Avocet Court
8 Central Avenue
St. Andrews Business Park
Norwich, Norfolk NR7 0HR
United Kingdom
(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 ¨

CADELER PLC:      MANDATORY NOTIFICATION OF TRADE BY PRIMARY INSIDERS AND CLOSE ASSOCIATES OF PRIMARY INSIDERS

4 November 2026: Reference is made to the stock exchange announcement made by Cadeler plc ("Cadeler") earlier today regarding delivery of shares to accepting shareholders in the voluntary share for share exchange offer made by Cadeler to all holders of shares in Cadeler A/S, including shares represented by American Depositary Shares (each representing four (4) shares in Cadeler A/S) through DTC and VPS.

The following primary insiders and close associates of primary insiders have today received shares in Cadeler as part of the settlement of the offer:

· 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; and

· James B. Nish, a member of the Board of Directors.

Please see the attached forms 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 plc (Cadeler) is a pure-play offshore wind installation partner and 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 expected to be listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange (ticker: CDLR) on 5 November 2026. For more information, please visit www.cadeler.com.

NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM

	Details of the person discharging managerial responsibilities/person closely associated
	Name	Mikkel Gleerup
	Reason for the notification
	Position/status	Chief Executive Officer
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	324,497

	Aggregated information -     Aggregated volume -     Aggregated price	324,497 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	Peter Brogaard Hansen
	Reason for the notification
	Position/status	Chief Financial Officer
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	120,938

	Aggregated information -     Aggregated volume -     Aggregated price	120,938 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	BW Altor Pte. Ltd.
	Reason for the notification
	Position/status	Person closely associated with Andreas Sohmen-Pao, Chair of the Board of Directors
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	109,352,090

	Aggregated information -     Aggregated volume -     Aggregated price	109,352,090 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	Emanuele A. Lauro
	Reason for the notification
	Position/status	Vice Chair of the Board of Directors
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	2,065,912

	Aggregated information -     Aggregated volume -     Aggregated price	2,065,912 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	Scorpio Holdings Limited
	Reason for the notification
	Position/status	Person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	41,385,792

	Aggregated information -     Aggregated volume -     Aggregated price	41,385,792 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	Scorpio Services Holding Limited
	Reason for the notification
	Position/status	Person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	7,971,033

	Aggregated information -     Aggregated volume -     Aggregated price	7,971,033 shares 0 NOK
	Date of the transaction	2026-11-04
	Place of the transaction	XOFF – Outside a trading venue

	Details of the person discharging managerial responsibilities/person closely associated
	Name	James B. Nish
	Reason for the notification
	Position/status	Member of the Board of Directors
	Initial notification /Amendment	Initial notification
	Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor
	Business name	Cadeler plc
	LEI code	213800IG54URWEOWN718
	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 the transaction(s) have been conducted
	Description of the financial instrument/type of instrument	Shares
	Identification code	ISIN: GB00BN49H029
	Nature of the transaction	Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00.

	Price(s) and volume(s)	Currency	Price(s)	Volume(s)
		NOK	0	124,428

	Aggregated information -     Aggregated volume -     Aggregated price	124,428 shares 0 NOK
	Date of the transaction	2026-11-04
	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.

Cadeler plc
By:	/s/ Alexander Simmonds
	Name:	Alexander Simmonds
	Title:	Corporate Secretary

Date: November 4, 2026