Cadeler Board Approves Proposed Redomiciliation to the UK via Share Exchange Offer

Overview of Filing

On September 22, 2026, Cadeler plc submitted a filing pursuant to Rule 425 under the Securities Act of 1933 and Rule 14d-2 under the Securities Exchange Act of 1934 regarding the subject company Cadeler A/S (CIK: 0001978867).

The document includes internal communications (a SharePoint post to employees by CEO Mikkel Gleerup) announcing that Cadeler’s Board of Directors has approved a proposed redomiciliation of the group's parent company from Denmark to the United Kingdom.

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Transaction Structure & Exchange Offer Details

• Entity Involved: Cadeler plc (incorporated under the laws of England and Wales, CIK: 0002063345) will serve as the new holding company.
• Exchange Ratio: Shareholders of Cadeler A/S are offered one (1) ordinary share of Cadeler plc ($1.00 nominal value) for each one (1) ordinary share of Cadeler A/S (DKK 1.00 nominal value) tendered, including shares represented by American Depositary Shares (ADSs, each representing four Cadeler A/S shares).
• Acceptance Condition: The transaction is subject to conditions including tender acceptance by holders representing more than 90% of Cadeler A/S's outstanding share capital to enable a squeeze-out of minority holders.
• Offer Period: The initial exchange offer period will remain open for four weeks.
• Stock Exchange Listings: Shares of Cadeler plc are intended to be listed on the Oslo Stock Exchange and the New York Stock Exchange (NYSE).

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Strategic Rationale & Operational Footprint

• Investor Base: The redomiciliation is positioned as a strategic step to broaden Cadeler's international institutional investor base and enhance global access to capital markets.
• Operations: The company highlighted that the redomiciliation represents solely a legal restructuring. Cadeler will maintain its operational presence in Denmark, including headquarters and office facilities in Copenhagen and Vejle, with no planned reductions to workforce or Danish functions.