BW Altor backs Cadeler (NYSE: CDLR) private placement with major share subscription

Rhea-AI Filing Summary

Cadeler A/S reports transactions in its shares by BW Altor Pte. Ltd., a person closely associated with the chairman of the board. On 26 March 2026, BW Altor lent 22,968,883 Cadeler shares to DNB Carnegie to facilitate settlement of a private placement of new shares.

On the same date, BW Altor subscribed for 12,126,875 new Cadeler shares in the private placement at NOK 56.00 per share, for a total consideration of NOK 679,105,000, as part of a broader private placement of 35,095,758 shares. All transactions occurred outside a trading venue.

Insights

Equity capital markets analyst

Large insider-linked subscription supports Cadeler’s private placement.

BW Altor Pte. Ltd., closely associated with Cadeler’s chairman, lent 22,968,883 shares to DNB Carnegie to help settle a private placement and simultaneously subscribed for 12,126,875 new shares at NOK 56.00 per share.

This pattern is typical in accelerated bookbuilds, where existing holders lend stock so new shares can be delivered smoothly, then take up a sizeable allocation. The subscription size of NOK 679,105,000 suggests meaningful participation but the overall effect depends on Cadeler’s total equity base and other investors in the 35,095,758-share placement.

The transactions were executed outside a trading venue on 26 March 2026. Subsequent company disclosures can clarify how the enlarged shareholder base and insider-linked holding shape governance and capital structure over time.

Form 6-K: How Foreign Companies Report to the SEC →

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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of March 2026

Commission File Number: 001-41889

CADELER A/S

(Translation of registrant's name into English)

Kalvebod Brygge 43

DK-1560 Copenhagen V, Denmark

(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 o

Stock Exchange Announcement

CADELER A/S: REPORTING ON TRANSACTIONS IN CADELER A/S SHARES BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

Copenhagen, 26 March 2026: Cadeler A/S (“Cadeler”) has received notification pursuant to Article 19 of the Market Abuse Regulation (EU) no. 596/2014, as amended, of the below transaction related to shares in Cadeler made by persons discharging managerial responsibilities in Cadeler and/or persons closely associated with them.

BW Altor Pte. Ltd., a person closely associated with Andreas Sohmen-Pao, Chairman of the Board of Directors, has made the transactions described in the attached notification on the dates set out therein.

Please see the attached file for further details.

For further information, please contact:

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 A/S:

Cadeler is a global leader in offshore wind installation, operations, and maintenance services. Cadeler is a pure play company, operating solely in the offshore wind industry with an uncompromising focus on safety and the environment. Cadeler owns and operates the industry’s largest fleet of jack-up offshore wind installation vessels and has for more than 10 years been a key supplier in the development of offshore wind energy to power millions of households. Cadeler’s fleet, expertise and capacity to handle the largest and most complex next-generation offshore wind installation projects positions the company to deliver exceptional services to the industry. Cadeler is committed to being at the forefront of sustainable wind farm installation and to enabling the global energy transition towards a future built on renewable energy. Cadeler is listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange (ticker: CADLR).

For more information, please visit www.cadeler.com

Reporting of transactions made by persons discharging managerial responsibilities and persons closely associated with them in Cadeler A/S’ shares

1			Details of the Reporting Person and their Closely Associated Persons
a)			Name			BW Altor Pte. Ltd.
2			Reason for the notification
a)			Position/status			Closely associated person to Andreas Sohmen-Pao, Chairman of the Board of Directors.
b)			Initial notification /Amendment			Initial notification
3			Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)			Name			Cadeler A/S
b)			LEI			9845008439EUED140282
4.1			Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)			Description of the financial instrument, type of instrument and identification code			Shares ISIN DK0061412772
b)			Nature of the transaction			Lending of shares in Cadeler A/S to DNB Carnegie, a part of DNB Bank ASA, in connection with facilitating the settlement of a private placement of new shares in Cadeler A/S.
c)			Price(s) and volume(s)			Price(s) in NOK			Volume(s)
						N/A			22,968,883
d)			Aggregated information •Aggregated volume •Price			Average price per share: N/A Total number of shares: 22,968,883 shares Total price: N/A
e)			Date of the transaction			26 March 2026
f)			Place of the transaction			Outside a trading venue
4.2			Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)			Description of the financial instrument, type of instrument and identification code			Shares ISIN DK0061412772
b)			Nature of the transaction			Subscription of new shares in connection with a private placement of in total 35,095,758 shares in Cadeler A/S.
c)			Price(s) and volume(s)			Price(s) in NOK			Volume(s)
						56.00			12,126,875

c)			Price(s) and volume(s)			Price(s) in NOK			Volume(s)
						56.00			12,126,875
d)			Aggregated information •Aggregated volume Price			Average price per share: NOK 56.00 Total number of shares: 12,126,875 shares Total price: NOK 679,105,000
e)			Date of the transaction			26 March 2026
f)			Place of the transaction			Outside a trading venue

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.

Date: March 27, 2026                    CADELER A/S

(Registrant)

By: /s/ Mikkel Gleerup        
Name:     Mikkel Gleerup
Title:    Chief Executive Officer

FAQ

What insider-related share transactions did Cadeler (CDLR) report in March 2026?

Cadeler reported that BW Altor Pte. Ltd., closely associated with its chairman, lent 22,968,883 existing shares to DNB Carnegie and subscribed for 12,126,875 new shares at NOK 56.00 each as part of a private placement of 35,095,758 shares, all on 26 March 2026.

How many Cadeler (CDLR) shares did BW Altor subscribe for in the private placement?

BW Altor subscribed for 12,126,875 new Cadeler shares in the private placement. The subscription price was NOK 56.00 per share, resulting in a total consideration of NOK 679,105,000, with the transaction executed outside a trading venue on 26 March 2026.

What was the role of the share lending by BW Altor in Cadeler’s March 2026 deal?

BW Altor lent 22,968,883 Cadeler shares to DNB Carnegie to facilitate settlement of a private placement of new shares. This lending supports timely delivery of shares to investors while the new equity is issued, and is recorded as a separate transaction from the subscription itself.

What was the total size of the Cadeler private placement mentioned in the March 2026 filing?

The private placement covered a total of 35,095,758 Cadeler shares. Within this overall transaction, BW Altor subscribed for 12,126,875 new shares at NOK 56.00 per share, alongside other investors participating in the same private placement.

At what price were the new Cadeler (CDLR) shares issued to BW Altor?

The new Cadeler shares subscribed by BW Altor were issued at NOK 56.00 per share. Based on this price and a volume of 12,126,875 shares, BW Altor’s total subscription amount reached NOK 679,105,000, executed outside a trading venue on 26 March 2026.