Cadeler exchange offer draws 355M tendered shares

The tender count includes 11,156,931 Cadeler shares represented by ADSs, with each ADS representing four Cadeler shares.

Available on EDGAR 11/02/2026 - 07:31 AM EST Accepted by SEC EDGAR 11/02/2026 - 07:30 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Cadeler A/S said offeror Cadeler plc received 355,404,839 Cadeler shares validly tendered and not withdrawn, representing approximately 92.06% of issued and outstanding shares, excluding treasury shares. Cadeler plc will accept and promptly exchange all those shares for one Cadeler plc ordinary share per Cadeler share. The offer is intended to redomicile Cadeler from Denmark to the United Kingdom.

Key Figures

Cadeler shares tendered: 355,404,839 shares Tendered shares as a portion of issued and outstanding shares: Approximately 92.06% Shares represented by Cadeler ADSs: 11,156,931 shares +2 more

5 metrics

Cadeler shares tendered 355,404,839 shares Validly tendered and not validly withdrawn

Tendered shares as a portion of issued and outstanding shares Approximately 92.06% Excludes treasury shares

Shares represented by Cadeler ADSs 11,156,931 shares Included in the tender count

Cadeler shares per ADS 4 Cadeler shares per ADS Each Cadeler ADS represents four Cadeler shares

Exchange ratio 1 Cadeler plc ordinary share per 1 Cadeler share For shares validly tendered and not validly withdrawn

Key Terms

redomiciliation, American Depositary Shares, treasury shares, validly tendered

4 terms

redomiciliation regulatory

"effect the redomiciliation of Cadeler from Denmark to the United Kingdom"

Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.

American Depositary Shares financial

"Cadeler 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.

treasury shares financial

"excluding treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

validly tendered regulatory

"shares were validly tendered and not validly withdrawn"

Securities or instruments described as "validly tendered" have been submitted to a tender offer in the exact manner and within the time frames required by the offer documents and applicable procedures — for example, properly signed paperwork or electronic instructions, correct certificate delivery or book‑entry transfer, and any required representations or warranties. A valid tender meets the offer's formal conditions so it can be accepted, though acceptance may still be subject to the offeror's remaining terms (such as minimum/maximum amounts, proration, or conditional provisions); tenders that are late, incomplete, defective, or not compliant with prescribed procedures are not "validly tendered" unless cured according to the offer's cure rules.

FAQ

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

How many CDLR shares were tendered in Cadeler's offer?

A total of 355,404,839 Cadeler shares were validly tendered and not validly withdrawn, representing approximately 92.06% of issued and outstanding shares, excluding treasury shares.

What does Cadeler offer for each CDLR share tendered?

Cadeler plc will exchange each validly tendered and not validly withdrawn Cadeler share for one Cadeler plc ordinary share.

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 3)

Cadeler A/S

(Name of Subject Company (Issuer))

Cadeler plc

(Name of Filing Person (Offeror))

Ordinary Shares, par value DKK 1.00 per share

(Title of Class of Securities)

12738K109

(CUSIP Number of Class of Securities)

Puglisi & Associates

850 Library Ave., Suite 204

Newark, DE 19711

Tel.: (302)-738-6680

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Connie I. Milonakis
Davis Polk & Wardwell London LLP
The Whittington Building
4A Frederick’s Place
London EC2R 8AB
United Kingdom
Tel.: +44-20-7418-1327   Alexander Simmonds
Executive Vice President and Chief Legal Officer
Cadeler A/S
Kalvebod Brygge 43
DK-1560 Copenhagen
Denmark
Tel: +45 3246 3100  

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer).

x Rule 14d-1(d) (Cross-Border Third-Party Tender Offer).

This Amendment No. 3 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on September 22, 2026 (together with any amendments and supplements thereto, the “Schedule TO”), by Cadeler plc a public limited liability company incorporated under the laws of England and Wales (“NewCo” or the “Offeror”). This Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of Cadeler A/S (“Cadeler”), with a nominal value of DKK 1.00 per share (each referred to as a “Cadeler Share”), including Cadeler Shares represented by American Depositary Shares each representing four (4) Cadeler Shares (which are referred to as “Cadeler ADSs”), validly tendered and not validly withdrawn in the offer, one (1) ordinary share of NewCo, with a nominal value $1.00 per share (each referred to as a “NewCo Share”, and such offer, on the terms and subject to the conditions and procedures set forth in the prospectus/offer to exchange, dated September 22, 2026 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal (the “Letter of Transmittal”), together with any amendments or supplements thereto, the “Offer”).

NewCo (named Cadeler Limited at the time of filing) filed with the SEC a Registration Statement on Form F-4 dated August 27, 2026 and NewCo (re-named Cadeler plc) filed Amendments No. 1 and 2 to the Registration Statement dated September 14, 2026 and September 18, 2026, respectively, relating to the Offer which became effective on September 22, 2026 (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange (which is a part of the Registration Statement) and the Letter of Transmittal, which are filed as Exhibits (a)(4) and (a)(1)(B), respectively, hereto. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by NewCo, is hereby expressly incorporated into this Schedule TO by reference in response to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The purpose of the Offer is to effect the redomiciliation of Cadeler from Denmark to the United Kingdom.

All information regarding the Offer as set forth in the Schedule TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment have the meanings ascribed to them in the Schedule TO.

Item 4, Items 6 through 8 and Item 11.

Item 4, Items 6 through 8 and Item 11 of the Schedule TO, to the extent such items incorporated by reference information contained in the Prospectus/Offer to Exchange, are hereby amended and supplemented by adding the following information:

Based on the final count of the Offer tenders, the Offeror was advised that a total of 355,404,839 Cadeler Shares (which include 11,156,931 Cadeler Shares represented by Cadeler ADSs) were validly tendered and not validly withdrawn in the Offer, representing approximately 92.06% of the total number of issued and outstanding Cadeler Shares (excluding treasury shares). The Offeror will accept for exchange and promptly exchange all Cadeler Shares validly tendered and not validly withdrawn in the Offer.

On November 2, 2026, Cadeler issued a stock exchange announcement announcing the final results of the Offer. A copy of the stock exchange announcement is attached as Exhibit (a)(5)(J) hereto and incorporated by reference herein.

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(5)(J)		Announcement by NewCo regarding the final results of the Offer, dated November 2, 2026 (incorporated by reference to NewCo’s filing pursuant to Rule 425 on November 2, 2026)

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 2, 2026

	CADELER plc
	By:	/s/ Alexander Simmonds
		Name: Alexander Simmonds
		Title: Company Secretary