BW Altor boosts Cadeler (CDLR) stake to 28.24% and weighs control options

Rhea-AI Filing Summary

BW Altor Pte. Ltd., a Singapore entity, reports beneficial ownership of 109,007,909 ordinary shares of Cadeler A/S, representing about 28.24% of the company’s 385,963,349 outstanding ordinary shares. BW Altor has sole voting and dispositive power over this entire stake.

BW Altor recently expanded its position by subscribing for 12,126,875 newly issued shares at NOK 56.00 per share in a private placement totaling 35,095,758 new shares, and by purchasing 715,000 shares in open-market transactions at a weighted average price of NOK 53.52 per share. The filing notes that BW Altor’s sole equityholder is Andreas Sohmen-Pao, who serves as Chairman of Cadeler’s board, though investment decisions are made by BW Altor’s own board.

The reporting person states it may from time to time buy additional Cadeler securities, sell part or all of its holdings, propose directors, engage in discussions to obtain direct or indirect control, acquire issuer assets, or pursue other strategic proposals relating to Cadeler’s operations, governance and control.

Insights

Equity ownership & governance analyst

BW Altor lifts Cadeler stake to 28.24% and signals possible strategic moves.

BW Altor now controls 109,007,909 Cadeler shares, or about 28.24% of outstanding ordinary shares. Recent activity includes subscribing for 12,126,875 new shares at NOK 56.00 each in a 35,095,758-share private placement and buying 715,000 shares in the market.

The filing reiterates that BW Altor’s sole equityholder, Andreas Sohmen-Pao, is Cadeler’s board chair, while BW Altor’s board makes investment decisions. The stated intentions range from buying or selling shares to proposing directors, seeking direct or indirect control, and acquiring issuer assets, indicating a potentially active governance role.

Future disclosures about any board proposals, control transactions, or additional share purchases or sales would clarify how this large, concentrated holding influences Cadeler’s strategic direction and capital structure over time.

Key Figures

Beneficial ownership: 109,007,909 shares Ownership percentage: 28.24% Total shares outstanding: 385,963,349 shares +5 more

8 metrics

Beneficial ownership 109,007,909 shares Ordinary shares of Cadeler A/S beneficially owned by BW Altor

Ownership percentage 28.24% Portion of Cadeler’s 385,963,349 outstanding ordinary shares

Total shares outstanding 385,963,349 shares Cadeler ordinary shares used as ownership base

Private placement subscription 12,126,875 shares New Cadeler shares subscribed by BW Altor in private placement

Private placement price NOK 56.00 per share Subscription price paid by BW Altor

Private placement consideration NOK 679,105,000 Total price for 12,126,875 new shares

Open-market purchases 715,000 shares Cadeler shares bought by BW Altor on March 27, 2026

Open-market weighted price NOK 53.52 per share Weighted average price of 715,000-share purchase

Key Terms

Schedule 13D/A, beneficially own, American Depositary Shares, Private Placement, +2 more

6 terms

Schedule 13D/A regulatory

"This Amendment No. 4 amends and supplements the statement on the originally filed by BWA"

A Schedule 13D/A is an amended disclosure filed with regulators by an investor who already reported owning more than 5% of a company’s shares and needs to update their original filing. Think of it as a public status update that tells markets whether the investor’s ownership, plans, or source of funds have changed; such updates matter because they can signal a push for control, major strategic moves, or increased pressure on management, which can affect stock prices.

beneficially own financial

"The Reporting Person may be deemed to beneficially own 109,007,909 Shares, representing approximately 28.24% of the outstanding Shares."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

American Depositary Shares financial

"including Shares represented by American Depositary Shares ("ADSs", each representing 4 Shares) of Cadeler A/S"

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.

Private Placement financial

"newly issued in the Private Placement, as disclosed in the Issuer's Report of Foreign Private Issuer on Form 6-K"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

sole voting power financial

"The Reporting Person has sole voting power and sole dispositive power over 109,007,909 Shares"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"The Reporting Person has sole voting power and sole dispositive power over 109,007,909 Shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Cadeler A/S

(Name of Issuer)

Ordinary Shares, with a nominal value of DKK 1.00 per share

(Title of Class of Securities)

12738K109

(CUSIP Number)

Nicholas Fell
BW Maritime Pte. Ltd., #18-01, 10 Pasir Panjang Road
Mapletree Business City, U0, 117438
65 (0) 6434 5818

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 12738K109

1

Name of reporting person

BW Altor Pte. Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SINGAPORE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 109,007,909.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 109,007,909.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

109,007,909.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

28.24 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) The CUSIP 12738K109 applies to Cadeler A/S's American Depositary Shares, each representing four ordinary shares of Cadeler A/S. BW Altor Pte. Ltd. (the "Reporting Person" or "BWA") holds 109,007,909.00 ordinary shares. (2) The working capital used to purchase the ordinary shares of Cadeler A/S originated from an equity injection by the Reporting Person's sole equityholder. (3) The response to Item 13 above, 28.24%, is based on a total of 385,963,349 outstanding ordinary shares of Cadeler A/S, which amount was calculated from (i) 350,957,583 shares with 89,992 shares held in treasury disclosed in Cadeler A/S' Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2026, plus (ii) 35,095,758 ordinary shares of Cadeler A/S newly issued in the Private Placement (as defined herein) disclosed in Cadeler A/S' Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on March 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, with a nominal value of DKK 1.00 per share
(b)	Name of Issuer: Cadeler A/S
(c)	Address of Issuer's Principal Executive Offices: KALVEBOD BRYGGE 43, COPENHAGEN V, DENMARK , DK-1560.
Item 1 Comment: This Amendment No. 4 to Schedule 13D (this "Amendment No. 4") relates to the shares, nominal value DKK 1 per share (the "Shares"), including Shares represented by American Depositary Shares ("ADSs", each representing 4 Shares) of Cadeler A/S (the "Issuer"), whose principal executive offices are located at Arne Jacobsens Alle 7, 7th floor DK-2300 Copenhagen S, Denmark. This Amendment No. 4 amends and supplements the statement on the Schedule 13D originally filed by BWA with the Securities and Exchange Commission (the "SEC") on February 19, 2025 (the "Original Schedule 13D") and amended on May 28, 2025 ("Amendment No. 1"), October 2, 2025 ("Amendment No. 2") and on December 1, 2025 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 4 have the meanings set forth in the Original Schedule 13D. Except as otherwise stated in this Amendment No. 4, the Original Schedule 13D, as amended, remains in full force and effect.
Item 2.	Identity and Background
(c)	Item 2(c) is hereby amended and restated in its entirety as follows: The sole equityholder of BWA is Andreas Sohmen-Pao, who is also the Chairman of the Issuer's Board of Directors. However, all voting and investment decisions are made by the BWA board of directors. Set forth in Exhibit 1 to this Schedule 13D are the name, business address and present principal occupation or employment and citizenship of each director and officer of BWA
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby supplemented as follows: The working capital funds used by BWA to make the acquisitions disclosed in this Amendment No. 4 came from an equity injection by Mr. Sohmen-Pao using his personal funds.
Item 4.	Purpose of Transaction
	The last two paragraphs of Item 4 are hereby amended and restated in their entirety as follows: The Reporting Person expects to review from time to time their investment in the Issuer and may, depending on the Issuer's business, assets, operations, financial condition, prospects, the relative attractiveness of business and investment opportunities, and other factors, decide to: (i) purchase additional Common Shares, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise, including the financing of potential business opportunities; (ii) sell all or a portion of the Common Shares, options or other securities now beneficially owned or hereafter acquired by them; (iii) propose one or more directors for the Issuer's board of directors; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vi) engage in such other proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j). Also, consistent with the above, the Reporting Person, as securityholder of the Issuer, and Mr. Sohmen-Pao, as Chairman of the Issuer's Board of Directors, may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to beneficially own 109,007,909 Shares, representing approximately 28.24% of the outstanding Shares. The foregoing beneficial ownership percentage is based on a total of 385,963,349 outstanding ordinary shares of the Issuer, which amount was calculated from (i) 350,957,583 shares with 89,992 shares held in treasury, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2026, plus (ii) 35,095,758 ordinary shares of the Issuer newly issued in the Private Placement, as disclosed in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on March 27, 2026.
(b)	The Reporting Person has sole voting power and sole dispositive power over 109,007,909 Shares, representing approximately 28.24% of the outstanding Shares. The foregoing percentage is based on a total of 385,963,349 outstanding ordinary shares of the Issuer, which amount was calculated from (i) 350,957,583 shares with 89,992 shares held in treasury, as disclosed in the Issuer's Annual Report on Form 20-F filed with the Securities and Exchange Commission on March 24, 2026, plus (ii) 35,095,758 ordinary shares of the Issuer newly issued in the Private Placement, as disclosed in the Issuer's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on March 27, 2026.
(c)	On March 26, 2026, the Reporting Person subscribed to purchase 12,126,875 newly issued Shares at a price of NOK 56.00 per Share, for a total purchase price of NOK 679,105,000 in a private placement by the Issuer of a total of 35,095,758 Shares (the "Private Placement"). On March 27, 2026, the Reporting Person purchased a total of 715,000 Shares in multiple open market transactions with a weighted average price of NOK53.52 per Share. Except as described herein, to the best of the Reporting Person's knowledge, there have been no transactions in the Shares effected by the Reporting Person or, to the best of the knowledge of the Reporting Person, without independent verification, any of the other persons with respect to whom information is given in response to Item 2, during the past 60 days.
(d)	As of the date hereof, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the securities beneficially owned by the Reporting Person.
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BW Altor Pte. Ltd.

Signature:	/s/ Nicholas John Oxleigh Fell
Name/Title:	Nicholas John Oxleigh Fell/Authorized Signatory
Date:	03/31/2026

FAQ

How many Cadeler (CDLR) shares does BW Altor Pte. Ltd. beneficially own?

BW Altor beneficially owns 109,007,909 ordinary shares of Cadeler A/S, equal to approximately 28.24% of the outstanding ordinary shares, based on a total of 385,963,349 shares calculated from Cadeler’s Form 20-F and a subsequent private placement.

What recent Cadeler (CDLR) share transactions did BW Altor report in this Schedule 13D/A?

BW Altor subscribed to 12,126,875 newly issued Cadeler shares at NOK 56.00 per share in a private placement and bought 715,000 shares in open-market transactions at a weighted average price of NOK 53.52 per share, increasing its overall stake.

What percentage of Cadeler (CDLR) does BW Altor’s 109,007,909-share stake represent?

BW Altor’s 109,007,909 ordinary shares represent about 28.24% of Cadeler’s outstanding ordinary shares. This percentage is based on 385,963,349 outstanding shares, combining figures from Cadeler’s Form 20-F and newly issued private placement shares.

Who ultimately owns BW Altor Pte. Ltd. and what is the link to Cadeler (CDLR)?

BW Altor’s sole equityholder is Andreas Sohmen-Pao, who also serves as Chairman of Cadeler’s Board of Directors. However, all voting and investment decisions for BW Altor are made by BW Altor’s own board of directors, according to the filing.

What potential actions regarding Cadeler (CDLR) does BW Altor contemplate?

BW Altor may buy more Cadeler shares or other securities, sell some or all of its holdings, propose directors, seek direct or indirect control, acquire assets of Cadeler and its subsidiaries, or pursue other proposals related to operations, governance and control.

How was BW Altor’s purchase of Cadeler (CDLR) shares funded?

The working capital used by BW Altor to acquire Cadeler ordinary shares came from an equity injection by its sole equityholder, Andreas Sohmen-Pao, who provided personal funds that were then used for the share purchases described.

What is the size of Cadeler’s (CDLR) share capital referenced in BW Altor’s 13D/A?

The filing uses a total of 385,963,349 outstanding ordinary shares for Cadeler. This figure combines 350,957,583 shares, including 89,992 held in treasury from the Form 20-F, plus 35,095,758 new shares issued in the private placement.