Cadeler: Scorpio receives approximately 13.89% stake

The offer was to exchange each Cadeler A/S share with a nominal value of DKK 1.00 for one Cadeler plc share with a nominal value of USD 1.00.

Accepted by SEC EDGAR 11/04/2026 - 01:33 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler plc reported that Scorpio Holdings Limited, partly through Scorpio Services Holding Limited, received 49,356,825 Cadeler plc shares on November 4, 2026, representing approximately 13.89% of Cadeler plc's total share capital and voting rights. The shares were received as consideration in Cadeler's voluntary share exchange offer to holders of Cadeler A/S shares.

Key Figures

Shares received: 49,356,825 shares Share capital and voting rights: Approximately 13.89% Exchange ratio: 1 Cadeler plc share per Cadeler A/S share +2 more

5 metrics

Shares received 49,356,825 shares Received by Scorpio Holdings Limited, partly through Scorpio Services Holding Limited, on November 4, 2026

Share capital and voting rights Approximately 13.89% Scorpio Holdings Limited's received shares

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

Cadeler plc share nominal value USD 1.00 per share Share exchanged under the offer

Cadeler A/S share nominal value DKK 1.00 per share Share exchanged under the offer

Key Terms

voluntary share exchange offer, total share capital and voting rights, nominal value, consideration

4 terms

voluntary share exchange offer financial

"consideration in the voluntary share exchange offer"

total share capital and voting rights regulatory

"13.89% of the total share capital and voting rights"

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.

consideration financial

"received as consideration in the voluntary share exchange offer"

FAQ

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

How many Cadeler (CDLR) shares did Scorpio Holdings receive?

Scorpio Holdings Limited, partly through Scorpio Services Holding Limited, received 49,356,825 shares on November 4, 2026, representing approximately 13.89% of Cadeler plc's total share capital and voting rights.

What was the exchange ratio in Cadeler's offer?

Cadeler's offer was to exchange each Cadeler A/S share with a nominal value of DKK 1.00 for one Cadeler plc share with a nominal value of USD 1.00.

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
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: Disclosure of large shareholding

Today, on 4 November 2026, Scorpio Holdings Limited (partly through Scorpio Services Holding Limited) has received a total of 49,356,825 shares in Cadeler plc ("Cadeler"), each with a nominal value of USD 1.00, corresponding to approximately 13.89% of the total share capital and voting rights in Cadeler.

The shares were received as consideration in the voluntary share exchange offer by Cadeler 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 (the "Offer").

For further information, reference is made to the stock exchange announcement published by Cadeler on 2 November 2026 regarding final results of the Offer.

Scorpio Holdings Limited is a limited liability company organised under the laws of the Republic of the Marshall Islands under the registration number 99226 with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960.

Scorpio Services Holding Limited is a limited liability company organised under the laws of the Republic of the Marshall Islands under the registration number 52777 with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands, MH 96960.

This information is subject to the disclosure requirements in section 4-2 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.

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

Date: November 4, 2026