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
under the Securities Exchange Act of 1934
For the month of November 2026
Commission File Number: 333-298599
CADELER PLC
(Translation of registrant’s name into English)
Avocet Court
8 Central Avenue
St. Andrews Business Park
Norwich, Norfolk NR7 0HR
United Kingdom
(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 ¨
CADELER PLC: MANDATORY NOTIFICATION OF TRADE BY PRIMARY INSIDERS AND CLOSE ASSOCIATES OF PRIMARY INSIDERS
4 November 2026: Reference is made to the stock exchange announcement made by Cadeler plc ("Cadeler") earlier today regarding delivery of shares to accepting shareholders in the voluntary share for share exchange offer made by Cadeler to all holders of shares in Cadeler A/S, including shares represented by American Depositary Shares (each representing four (4) shares in Cadeler A/S) through DTC and VPS.
The following primary insiders and close associates of primary insiders have today received shares in Cadeler as part of the settlement of the offer:
| · | Mikkel Gleerup, Chief Executive Officer; |
| · | Peter Brogaard Hansen, Chief Financial Officer; |
| · | Emanuele A. Lauro, Vice Chair of the Board of Directors; |
| · | BW Altor Pte. Ltd., a person closely associated with Andreas Sohmen-Pao, Chair of the Board of Directors; |
| · | Scorpio Holdings Limited, a person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors; |
| · | Scorpio Services Holding Limited, a person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors; and |
| · | James B. Nish, a member of the Board of Directors. |
Please see the attached forms for further details.
For further information, please contact:
Cadeler Press Office: press@cadeler.com
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
Cadeler plc (Cadeler) is a pure-play offshore wind installation partner and a global leader in offshore wind turbine transport and installation. The company owns and operates the industry’s largest fleet of jack-up offshore wind installation vessels and is expanding its capabilities into full-scope foundation transport and installation, as well as operations & maintenance. With its modern fleet and depth of expertise across onshore and offshore operations, Cadeler supports the safe, efficient and reliable delivery of offshore wind projects worldwide. Cadeler is expected to be listed on the New York Stock Exchange (ticker: CDLR) and the Oslo Stock Exchange (ticker: CDLR) on 5 November 2026. For more information, please visit www.cadeler.com.
NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES (PDMR) AND PERSONS CLOSELY ASSOCIATED WITH THEM
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | Mikkel Gleerup | |
| Reason for the notification | ||
| Position/status | Chief Executive Officer | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 324,497 |
Aggregated information - Aggregated volume - Aggregated price |
324,497 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | Peter Brogaard Hansen | |
| Reason for the notification | ||
| Position/status | Chief Financial Officer | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 120,938 |
Aggregated information - Aggregated volume - Aggregated price |
120,938 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | BW Altor Pte. Ltd. | |
| Reason for the notification | ||
| Position/status | Person closely associated with Andreas Sohmen-Pao, Chair of the Board of Directors | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 109,352,090 |
Aggregated information - Aggregated volume - Aggregated price |
109,352,090 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | Emanuele A. Lauro | |
| Reason for the notification | ||
| Position/status | Vice Chair of the Board of Directors | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 2,065,912 |
Aggregated information - Aggregated volume - Aggregated price |
2,065,912 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | Scorpio Holdings Limited | |
| Reason for the notification | ||
| Position/status | Person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 41,385,792 |
Aggregated information - Aggregated volume - Aggregated price |
41,385,792 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | Scorpio Services Holding Limited | |
| Reason for the notification | ||
| Position/status | Person closely associated with Emanuele A. Lauro, Vice Chair of the Board of Directors | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 7,971,033 |
Aggregated information - Aggregated volume - Aggregated price |
7,971,033 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – Outside a trading venue |
| Details of the person discharging managerial responsibilities/person closely associated | ||
| Name | James B. Nish | |
| Reason for the notification | ||
| Position/status | Member of the Board of Directors | |
| Initial notification /Amendment | Initial notification | |
| Details of the issuer, an emission allowances market participant, auction platform, the auctioneer, or the auction monitor | ||
| Business name | Cadeler plc | |
| LEI code | 213800IG54URWEOWN718 | |
| 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 the transaction(s) have been conducted | ||
| Description of the financial instrument/type of instrument | Shares | |
| Identification code | ISIN: GB00BN49H029 | |
| Nature of the transaction | Receipt of shares as consideration in the voluntary share exchange offer by Cadeler plc to all holders of shares in Cadeler A/S, each with a nominal value of DKK 1.00, to exchange each Cadeler A/S share for one (1) share in Cadeler plc, each with a nominal value of USD 1.00. | |
| Price(s) and volume(s) | Currency | Price(s) | Volume(s) | |
| NOK | 0 | 124,428 |
Aggregated information - Aggregated volume - Aggregated price |
124,428 shares 0 NOK | |
| Date of the transaction | 2026-11-04 | |
| Place of the transaction | XOFF – 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.
| Cadeler plc | |||
| By: | /s/ Alexander Simmonds | ||
| Name: | Alexander Simmonds | ||
| Title: | Corporate Secretary | ||
Date: November 4, 2026