Cadeler delivers 355M shares in settled exchange

Cadeler intends to redeem its 50,000 non-voting preference shares after a capital reduction expected to be completed in December 2026.

Accepted by SEC EDGAR 11/04/2026 - 01:30 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler plc delivered 355,404,838 shares as consideration to Cadeler A/S shareholders who validly accepted its voluntary share exchange offer. The offer exchanged each Cadeler A/S share for one Cadeler plc share; each American Depositary Share represented four Cadeler A/S shares. After settlement, Cadeler had 355,404,839 ordinary shares and 50,000 non-voting preference shares outstanding.

Cadeler intends to redeem the preference shares as soon as possible after a capital reduction that will lower each share’s nominal value from USD 1.00 to USD 0.01; the reduction is expected to be completed in December 2026. Trading on the Oslo Stock Exchange and New York Stock Exchange is expected to commence November 5, 2026, under ticker CDLR.

Key Figures

Shares delivered as consideration: 355,404,838 shares Ordinary shares outstanding: 355,404,839 shares Non-voting preference shares outstanding: 50,000 shares +3 more

6 metrics

Shares delivered as consideration 355,404,838 shares Delivered to Cadeler A/S shareholders who validly accepted the offer

Ordinary shares outstanding 355,404,839 shares Following settlement

Non-voting preference shares outstanding 50,000 shares Following settlement

Nominal value per share USD 1.00 to USD 0.01 Reduction planned as part of a capital reduction

Expected capital reduction completion December 2026 Expected completion

Expected trading commencement November 5, 2026 Oslo Stock Exchange and New York Stock Exchange; ticker CDLR

Key Terms

voluntary share exchange offer, book-entry form, capital reduction, non-voting preference shares

4 terms

voluntary share exchange offer financial

"voluntary share exchange offer made by Cadeler plc"

book-entry form technical

"delivered in book-entry form through Euronext Securities Oslo (VPS)"

A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.

capital reduction financial

"following completion of a capital reduction to be carried out by the Company"

A capital reduction is a legal move where a company shrinks the amount of money recorded as its official share capital, either by cancelling shares, lowering the value of each share, or returning cash to shareholders. Investors care because it changes the company’s balance sheet and can alter how much each remaining share represents—like pruning a tree to concentrate fruit or giving back some of the harvest—potentially affecting ownership percentages, per‑share metrics and the stock’s market value.

non-voting preference shares financial

"50,000 non-voting preference shares outstanding"

FAQ

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

How many Cadeler (CDLR) shares were delivered in the exchange offer?

Cadeler delivered 355,404,838 shares as consideration to Cadeler A/S shareholders who validly accepted the offer. Each Cadeler A/S share was exchanged for one Cadeler plc share.

What is Cadeler (CDLR) planning for its preference shares?

Cadeler intends to redeem its 50,000 non-voting preference shares as soon as possible after a capital reduction. The reduction will lower the nominal value of each Cadeler share from USD 1.00 to USD 0.01 and is expected to be completed in December 2026.

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: Delivery of shares to accepting shareholders in the voluntary share exchange offer made by Cadeler plc in connection with the redomiciliation of Cadeler from Denmark to the United Kingdom

4 November 2026 – Reference is made to the stock exchange announcement made by Cadeler plc ("Cadeler" or the "Company") on 2 November 2026, regarding the final results of the voluntary offer by Cadeler to all holders of shares in Cadeler A/S, including Cadeler A/S shares represented by American Depositary Shares (each representing four (4) Cadeler A/S shares), to exchange each Cadeler A/S share for one (1) share in Cadeler (the "Offer") in connection with the contemplated redomiciliation of the Cadeler group's parent company from Denmark to the United Kingdom.

Cadeler hereby announces that the 355,404,838 shares issued as consideration to the shareholders of Cadeler A/S (including holders of American Depositary Shares, each representing four (4) shares in Cadeler A/S) who validly accepted the Offer have been delivered in book-entry form through Euronext Securities Oslo (VPS) and the Depository Trust Company (DTC), as applicable. Computershare will dispatch share certificates by mail to holders who elected to receive their Cadeler plc shares in certificated form.

Following settlement, Cadeler has 355,404,839 ordinary shares and 50,000 non-voting preference shares outstanding, all of which have been validly and legally issued and fully paid. Cadeler intends to redeem the preference shares as soon as possible following completion of a capital reduction to be carried out by the Company, pursuant to which the nominal value of each Cadeler share is to be reduced from USD 1.00 to USD 0.01. The capital reduction is expected to be completed in December 2026.

Trading in the shares of Cadeler plc on the Oslo Stock Exchange and on the New York Stock Exchange is expected to commence on 5 November 2026 under the ticker code "CDLR".

Any questions regarding the delivery of the Cadeler shares may be directed to DNB Carnegie, part of DNB Bank ASA (tel. +47 91 50 48 00 / e-mail: retail@dnb.no) or Computershare Inc. (tel. 1-866-644-4127 (US or Canada); 1-781-575-2906 (International) / e-mail: web.queries@computershare.com).

Contact information

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.

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