6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]
Published on December 1, 2025
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 December 2025
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, 1 December 2025: Cadeler A/S (“Cadeler”) has received notification pursuant to article 19 of the Market Abuse Regulation (EU) no. 596/2014 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 date 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 44.50 | 17,510,330 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 44.50 Total number of shares: 17,510,330 Total price: NOK 779,209,685.00 |
| e) | Date of the transaction | 27 November 2025 |
| 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.40 | 208 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.40 Total number of shares: 208 Total price: NOK 9,027.20 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | AQUIS EXCHANGE EUROPE AUCTION ON DEMAND (AOD), AQEA |
| 4.3 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.48 | 1,087 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.48 Total number of shares: 1,087 Total price: NOK 47,262.76 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | AQUIS EXCHANGE EUROPE NON DISPLAY ORDER BOOK (NDOB), AQED |
| 4.4 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.38 | 865 | ||||
| NOK 43.39 | 1,344 | ||||
| NOK 43.40 | 2,927 | ||||
| NOK 43.47 | 4,292 | ||||
| NOK 43.50 | 865 | ||||
| NOK 43.54 | 1,000 | ||||
| NOK 43.56 | 543 | ||||
| NOK 43.58 | 2,055 | ||||
| NOK 43.59 | 1,983 | ||||
| NOK 43.73 | 1,163 | ||||
| NOK 43.77 | 3,120 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.54 Total number of shares: 20,157 Total price: NOK 877,681.74 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | CBOE EUROPE - DXE PERIODIC (NL), BEUP |
| 4.5 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.40 | 131 | ||||
| NOK 43.46 | 923 | ||||
| NOK 43.68 | 690 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.54 Total number of shares: 1,744 Total price: NOK 75,938.18 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | GOLDMAN SACHS BANK EUROPE SE - SYSTEMATIC INTERNALISER, GSEI |
| 4.6 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.58 | 2,909 | ||||
| NOK 43.62 | 14,545 | ||||
| NOK 43.79 | 14,545 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.69 Total number of shares: 31,999 Total price: NOK 1,398,152.67 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | HRTEU LIMITED, HREU |
| 4.7 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.49 | 6,839 | ||||
NOK 43.52 |
5,410 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.50 Total number of shares: 12,249 Total price: NOK 532,871.31 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | JANE STREET NETHERLANDS B.V., JNSI |
| 4.8 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.70 | 3,266 | ||||
| NOK 43.71 | 3,228 | ||||
| NOK 43.76 | 4,529 | ||||
| NOK 43.81 | 3,650 | ||||
| NOK 43.88 | 717 | ||||
| NOK 43.96 | 1,002 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.77 Total number of shares: 16,392 Total price: NOK 717,425.50 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | MORGAN STANLEY EUROPE S.E. - SYSTEMATIC INTERNALISER, MESI |
| 4.9 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.80 | 47,526 | ||||
| NOK 43.87 | 25,610 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 43.82 Total number of shares: 73,136 Total price: NOK 3,205,149.50 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | POSIT DARK, XPOS |
| 4.10 | 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 | Purchase of shares |
| c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
| NOK 43.60 | 3,210 | ||||
| d) |
Aggregated information - Aggregated volume - Price |
Average price per share: NOK 139,956.00 Total number of shares: 3,210 Total price: NOK 47,262.76 |
| e) | Date of the transaction | 28 November 2025 |
| f) | Place of the transaction | XTX MARKETS SAS, XTXE |
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: December 1, 2025 | CADELER A/S | |
| (Registrant) | ||
| By: | /s/ Mikkel Gleerup | |
| Name: | Mikkel Gleerup | |
| Title: | Chief Executive Officer | |