Cadeler: A New Listing, Not a New IPO

Cadeler: A New Listing, Not a New IPO

SERRARI GROUP / ANALYST DESK — GLOBAL OFFSHORE WIND / SHARE-EXCHANGE LISTING

The 5 November UK-parent admission preserves an existing offshore-wind business while bringing share-exchange and refinancing risks into focus.

5 Nov — Cadeler plc trading began on Oslo and NYSE

EUR 2.49bn — Backlog including options at 30 Jun

EUR 208m — H1 2026 reported EBITDA

SERRARI IPO RESEARCH SERIES | RESEARCH CUT-OFF: 09 NOVEMBER 2026

RESEARCH & MARKET EDUCATION • NOT A SECURITIES OFFER OR PERSONAL ADVICE

Executive take: relisting mechanics versus business value

The headline exchange admission did not inject ordinary IPO proceeds into operating assets.

What happened

Cadeler plc replaced Cadeler A/S as listed group parent following a voluntary one-for-one share exchange and UK redomiciliation. New CDLR shares began trading 5 November.

Why investors care

Shareholder economics now depend on the unchanged offshore-wind operating business, not a marketed primary share issue. The parent shift adds squeeze-out and funding considerations.

Operating strength

H1 2026 revenue reached EUR 407.5m and EBITDA EUR 207.6m, while contracted work including options totalled EUR 2.49bn at 30 June.

Central assessment

The investment debate is utilisation, installation margins, project final investment decisions and fleet funding; the relisting is a corporate restructuring, not a growth-capital IPO.

Transaction anatomy: one-for-one, but not frictionless

The voluntary exchange, legacy trading suspension and compulsory acquisition have separate effects.

One-for-one exchange

Each tendered Cadeler A/S share was exchanged for one Cadeler plc ordinary share. Cadeler A/S ADSs represented four legacy ordinary shares.

5 November admission

Cadeler plc began trading under CDLR on NYSE and Oslo Bors. Trading in the legacy Oslo-listed CADLR shares was suspended.

Residual holders

About 7.94% of legacy shares were not tendered; accepted holders saw their relative ownership increase by 8.62% under the mechanics disclosed.

Squeeze-out funding

The new parent plans compulsory cash acquisition of remaining holdings; a DNB facility may be repaid using intercompany loans, placements or dividends.

How Cadeler actually makes money

A specialised fleet converts contracted offshore-wind installation days into project revenue.

Installation activity

Jack-up vessels transport and install turbines and foundations. Project schedules and mobilisation determine revenue recognition.

Fleet growth

Ten vessels contributed to H1 2026 operations versus seven a year earlier, supporting more contracted days but raising fixed vessel expenses.

Backlog quality

EUR 2.49bn includes options; only around 77% was tied to projects with final investment decisions as of the August interim release.

Competitive pressure

Supply-chain delays, weather, permitting and offshore-wind financing all affect the timing and profitability of vessel deployments.

H1 2026: top line rose, quality of comparison matters

Figures in EUR millions; 2025 reported revenue contains a EUR 111m exceptional termination-fee item.

Metric comparison (periods labeled)

H1 2025 revenue reported: 298.50m · H1 2026 revenue: 407.50m · H1 2025 EBITDA adjusted: 102.00m · H1 2026 EBITDA: 207.60m · H1 2026 net profit: 87.90m

Comparability warning

H1 2025 revenue includes EUR 111m termination fees; adjusted 2025 revenue was about EUR 188m.

EBITDA comparison

Adjusted H1 2025 EBITDA excludes those exceptional fees; reported prior-year profit is not directly comparable.

Cash flow and fleet investment

Profitability is strong, but building a fleet needs sustained investment and access to financing.

Operating cash flow

H1 cash from operations was EUR 79.5m, versus EUR 71.5m in the reported prior-year period.

Investment outflow

H1 investing cash flow was negative EUR 133.5m, mainly investment in property, plant and equipment.

Cash and equity

Cash stood at EUR 206.2m at 30 June; equity was EUR 1.774bn, equivalent to a 50% equity ratio.

Interpretation

Simple operating cash less total investing outflow is about negative EUR 54m for H1. This is an arithmetic bridge, not Cadeler guidance.

Backlog: visibility is not the same as guaranteed revenue

Project FID status and timing are essential when interpreting the EUR 2.49bn contracted pipeline.

EUR 1.92bn FID backed

Approximately 77% of the backlog was linked to projects that had reached customer final investment decision.

EUR 568m conditional

Remaining contract backlog was still subject to counterparty FID at the August disclosure date.

Reservation agreements

Preferred supplier and vessel reservation arrangements are not included in the reported contract backlog.

Analyst implication

Model a range of execution timing, cancellation and margin outcomes; do not equate every booked euro with near-term cash receipts.

Forecast and valuation anchor

Management guidance predates the completed parent change and excluded the Menck acquisition.

Revenue guidance

2026 revenue was guided at EUR 854m–EUR 944m, excluding Menck, as of the August report.

EBITDA guidance

2026 EBITDA guidance was EUR 420m–EUR 510m on the same pre-Menck scope.

Admission market value

The exchange described a NOK 20.96bn market capitalisation at the November admission. NOK must not be directly compared to EUR earnings.

Valuation discipline

A defensible EV/EBITDA requires matched currency, updated net debt, lease treatment, acquisition consolidation and forward profitability.

Illustrative full-year EBITDA sensitivity

The upper and lower levels are management guidance, not analyst price targets.

Illustrative sensitivity / market values

FY26 EBITDA guidance low: 420m EUR · FY26 EBITDA guidance high: 510m EUR

Outlook scope

Both figures exclude Menck, acquired 11 August 2026; the company said it would revisit its guidance impact.

No valuation claim

These are forecast operating metrics only, not stock-price estimates or a recommendation.

Transmission channels: who gains or loses

The offshore-wind investment cycle drives both vessel economics and adjacent suppliers.

Renewables developers

Higher funding costs and weaker power-price expectations can defer projects and vessel demand.

Vessel utilisation

Idle and repositioning days depress margins because operating cost bases remain meaningful even when contracts slip.

Supply chain and shipyards

Foundation fabrication, port availability and turbine delivery dictate whether contracted campaigns start as scheduled.

Equity and financing

Fleet capex, acquisitions and squeeze-out funding can affect leverage, shareholder dilution and capital allocation.

Risk map: execution dominates the listing narrative

Figure: Risk map — execution dominates the listing narrative.

Scenario map: four plausible paths

Market cap and book value do not determine project execution.

Orderly integration

Project FIDs progress, fleet utilisation improves and new corporate parent operates without notable funding friction.

Stable but capital intensive

Revenue grows as guided, but elevated vessel capex keeps free cash generation muted.

Scheduling pressure

Delays, weaker utilisation or disputed milestones push margins below expectation despite headline backlog.

Financing stress

Cost overruns or delays coincide with tighter debt markets and more expensive equity or shareholder distributions.

Monitoring dashboard: evidence needed after admission

Q3 2026 results were scheduled for 23 November, after this report cut-off.

Contract conversion

FIDs, options exercised and mobilised vessel days

Fleet metrics

Utilisation, operating days and day-rate mix

Margins

EBITDA and cost of sales relative to new fleet

Capital intensity

Newbuild payments and maintenance capex

Funding

Net debt, liquidity and Menck integration

Corporate actions

Squeeze-out, legacy delisting and distributions

Market assessment: what the evidence supports

Financial and listing facts are separated from analyst scenarios.

Serrari view: a relisting with real execution risk

The new plc admission changes the wrapper, not the underlying cash-generation engine. Cadeler has substantial contracted work and profitable operations, but the quality of earnings rests on contract FIDs, utilisation and ongoing investment in specialist vessels. Share-exchange mechanics should not be mistaken for an ordinary primary IPO.

EUR 407.5m — H1 2026 revenue

EUR 2.49bn — Backlog, including options

77% — Backlog tied to FID-backed projects

THE NEXT DECISION POINT

Track Q3 figures, Menck integration, financing terms and the final status of compulsory legacy-share acquisition.

Sources, methodology and limitations

Use the linked descriptive phrases below to open the supporting filing, announcement or market record.

C1 — 5 November exchange admission and market capitalisation

C2 — Completed offer, share exchange and squeeze-out filing

C3 — H1 2026 interim income, cash flow and backlog

C4 — H1 interim management presentation

C5 — Trading suspension of predecessor CADLR shares

C6 — Corporate timetable and share exchange documents

C7 — Cadeler financial reports and next scheduled results

METHODOLOGY & COMPARABILITY

Figures as of 9 Nov 2026; H1 operating results end 30 June, with backlog detail from 25 August. EBITDA adjustments remove exceptional 2025 contract termination fees. NOK market capitalisation and EUR accounts are intentionally not converted without a dated FX quote. FY26 guidance excludes the Menck acquisition and is not a November update.

ANALYST INTERPRETATION & CAUTIONS

All opinions and risk ranks are qualitative analyst judgments rather than probability estimates or financial advice. Figures are as of the stated source dates, not a real-time quote service. Offering terms can change. No recommendation to buy, sell or subscribe to any security is made.

Prepared 09 November 2026 | Serrari Group | Research and market education