Cadeler A/S filed a Form 6-K on 3 November 2026, disclosing notifications under EU Market Abuse Regulation Article 19 of share-tendering transactions made on 2 November 2026 by multiple persons discharging managerial responsibilities and persons closely associated with them, in connection with a voluntary exchange offer by Cadeler plc.

Key Highlights

  • Exchange offer structure: Cadeler plc made a voluntary offer to exchange each Cadeler A/S share (nominal value DKK 1) for one Cadeler plc share (nominal value USD 1), and each ADS (representing four Cadeler A/S shares) for four Cadeler plc shares.
  • CEO Mikkel Gleerup tendered 308,497 Cadeler A/S shares and 4,000 ADSs (representing 16,000 shares) on 2 November 2026.
  • CFO Peter Brogaard Hansen tendered 118,938 Cadeler A/S shares and 500 ADSs (representing 2,000 shares) on 2 November 2026.
  • Vice Chair Emanuele A. Lauro tendered 2,065,912 Cadeler A/S shares on 2 November 2026.
  • BW Altor Pte. Ltd., a person closely associated with Chair Andreas Sohmen-Pao, tendered 109,352,091 Cadeler A/S shares on 2 November 2026.
  • All transactions were conducted outside a trading venue (XOFF) with no cash price recorded, as the consideration was a share-for-share exchange.
  • Additional notifying parties included Scorpio Holdings Limited, Scorpio Services Holding Limited, Niki Invest ApS, board member James B. Nish, and Cadeler plc itself, according to the filing.

Cadeler A/S Managerial Share Tendering in the Cadeler plc Voluntary Offer

According to the filing, Cadeler A/S received notifications pursuant to Article 19 of EU Market Abuse Regulation (EU) no. 596/2014, reporting transactions in Cadeler A/S shares by persons discharging managerial responsibilities and persons closely associated with them. All transactions took place on 2 November 2026 and were executed outside a trading venue (designated XOFF in the filings). Because the transactions involved a share-for-share exchange rather than a cash purchase or sale, the price field for each notification is listed as "N/A."

The filing identifies nine reporting parties. CEO Mikkel Gleerup tendered a combined total equivalent to 324,497 Cadeler A/S shares (308,497 shares directly, plus 4,000 ADSs each representing four underlying shares, totaling 16,000 shares). CFO Peter Brogaard Hansen tendered 118,938 shares and 500 ADSs (representing 2,000 shares). Vice Chair Emanuele A. Lauro tendered 2,065,912 shares directly. BW Altor Pte. Ltd., described in the filing as a person closely associated with Chair Andreas Sohmen-Pao, tendered 109,352,091 Cadeler A/S shares, representing the largest single block disclosed.

The filing also names Scorpio Holdings Limited and Scorpio Services Holding Limited as persons closely associated with Vice Chair Emanuele A. Lauro, Niki Invest ApS as a person closely associated with board member Ditlev Wedell-Wedellsborg, board member James B. Nish, and Cadeler plc itself as a person closely associated with all members of the Board of Directors and Executive Management. Cadeler A/S is listed on NYSE:CDLR and on the Oslo Stock Exchange under ticker CADLR, according to the filing. The Cadeler A/S shares carry ISIN DK0061412772 and the ADSs carry ISIN US12738K1097, as stated in the notifications.

What Was Disclosed

Cadeler A/S disclosed that multiple senior executives, board-linked entities, and associated persons tendered Cadeler A/S shares and ADSs on 2 November 2026 in a voluntary share-for-share exchange offer by Cadeler plc, with no cash consideration recorded for any transaction.