Cadeler's Fleet Vulnerability, Geopolitical Risks Threaten 2025 Outlook

Ticker: CDLR · Form: 20-F · Filed: Mar 24, 2026 · CIK: 0001978867

Complexity: moderate

Sentiment: bearish

Topics: Offshore Wind, Vessel Operations, Supply Chain Risk, Geopolitical Risk, Capital Expenditures, Maritime Transport, Renewable Energy

Related Tickers: CDLR

TL;DR

**Cadeler's small fleet and reliance on Chinese shipyards for new builds make it highly susceptible to operational mishaps and geopolitical headwinds, posing a significant risk to its ambitious growth plans.**

AI Summary

Cadeler A/S, a Danish offshore wind installation company, filed its 20-F for the fiscal year ended December 31, 2025. The filing highlights significant operational risks due to its limited fleet, which includes one Operating A-Class vessel, two P-Class vessels, two M-Class vessels, two O-Class vessels, Wind Keeper, Wind Scylla, and Wind Zaratan, alongside two A-Class New Builds under construction. A key risk materialized in June 2025 when Wind Scylla suffered minor damage to a jack-up leg, requiring approximately one month of urgent repair work and potential revenue loss. The company also noted that its two O-Class Vessels were off-hire for about six months from late 2023 for planned main-crane upgrades, impacting revenue generation. Furthermore, Cadeler faces potential delays in the delivery of its two A-Class New Builds from COSCO SHIPPING Heavy Industry Co. Ltd., expected in Q3 2026 and H1 2027, due to geopolitical tensions and supply chain issues, which could trigger liquidated damages and delay revenue. The company's financial results and condition are vulnerable to these operational disruptions and potential liabilities to customers.

Why It Matters

Cadeler's operational stability is critical for investors, as its limited fleet means any vessel downtime, like the Wind Scylla's June 2025 damage or the O-Class upgrades, directly impacts revenue and profitability. Delays in new build deliveries from COSCO, exacerbated by geopolitical tensions, could further strain the company's growth trajectory and market share in the competitive offshore wind installation sector. For employees, these disruptions can lead to project delays and uncertainty, while customers face potential project setbacks and increased costs. The broader market watches Cadeler as a bellwether for the offshore wind industry's supply chain resilience and operational risks.

Risk Assessment

Risk Level: high — The risk level is high due to Cadeler's limited number of vessels and the significant impact of operational incidents. For example, Wind Scylla suffered damage in June 2025, requiring approximately one month of repair, directly impacting revenue. Additionally, the two O-Class Vessels were off-hire for about six months from late 2023 for upgrades, demonstrating prolonged periods of non-revenue generation. The reliance on COSCO for A-Class New Builds, with expected deliveries in Q3 2026 and H1 2027, introduces geopolitical and supply chain risks that could lead to substantial delays and liquidated damages.

Analyst Insight

Investors should closely monitor Cadeler's vessel utilization rates and new build delivery schedules, particularly from COSCO. Given the high operational and geopolitical risks, consider diversifying exposure within the offshore wind sector or hedging against potential project delays and cost overruns.

Key Numbers

Key Players & Entities

FAQ

What are the primary operational risks for Cadeler A/S highlighted in the 20-F filing?

Cadeler A/S faces primary operational risks due to its limited fleet, where any vessel being out of operation, such as Wind Scylla's one-month repair in June 2025 or the O-Class vessels' six-month off-hire period from late 2023 for upgrades, directly impacts revenue and could trigger liquidated damages.

How do new build vessel deliveries impact Cadeler A/S's future revenue?

The delivery of Cadeler A/S's two A-Class New Builds, expected in Q3 2026 and H1 2027 from COSCO, is crucial for future revenue generation. Delays in these deliveries could postpone revenue streams and incur liquidated damages under existing charters, materially affecting financial results.

What geopolitical factors affect Cadeler A/S's operations and new build program?

Geopolitical factors, particularly those affecting China and its relationship with other countries like the United States, pose risks to Cadeler A/S. The designation of COSCO affiliates as 'Chinese military companies' in January 2025, while not directly impacting Cadeler's contract, highlights potential for further measures that could delay A-Class New Build deliveries.

What was the impact of the Wind Scylla incident on Cadeler A/S?

In June 2025, Wind Scylla suffered minor damage to a jack-up leg, necessitating approximately one month of urgent repair work. This incident resulted in the vessel being out of operation, leading to a loss of potential revenue and exposing Cadeler A/S to contractual claims from clients.

How many ordinary shares of Cadeler A/S were outstanding as of December 31, 2025?

As of December 31, 2025, Cadeler A/S had 350,957,583 ordinary shares outstanding, each with a nominal value of DKK 1.00 per share.

What is the role of COSCO SHIPPING Heavy Industry Co. Ltd. for Cadeler A/S?

COSCO SHIPPING Heavy Industry Co. Ltd. is the Chinese shipyard contracted by Cadeler A/S for the delivery of its two A-Class New Builds, which are expected in the third quarter of 2026 and the first half of 2027.

What is an American Depositary Share (ADS) for Cadeler A/S?

Cadeler A/S's American Depositary Shares (ADSs) are registered on the New York Stock Exchange, with each ADS representing four (4) ordinary shares of the company.

What are the implications of vessel upgrades for Cadeler A/S?

Vessel upgrades, such as the six-month main-crane upgrades for the two O-Class Vessels from late 2023, are necessary to remain competitive and compliant. However, they result in vessels being off-hire, causing periods without revenue generation and potentially incurring cost overruns and delays.

Where is Cadeler A/S incorporated and what are the implications for legal enforceability?

Cadeler A/S is a public limited company incorporated under the laws of Denmark. This means that enforcing U.S. court judgments in Denmark may be challenging, as the United States and Denmark do not have a reciprocal treaty for judgment recognition, and Danish courts may not recognize U.S. securities laws or punitive damages.

What is the significance of the 'Business Combination' mentioned in Cadeler A/S's forward-looking statements?

The 'Business Combination' refers to a significant corporate event for Cadeler A/S, and the forward-looking statements highlight risks related to the failure to realize its anticipated benefits and challenges associated with integrating the acquired business, which could materially affect the company's financial performance.

Risk Factors

Industry Context

The offshore wind installation sector is capital-intensive and highly dependent on specialized vessels. Cadeler operates in a competitive landscape where fleet size, vessel availability, and technological advancement are critical differentiators. Industry trends point towards larger turbines and more complex projects, requiring advanced installation capabilities.

Regulatory Implications

As a foreign private issuer with U.S.-listed securities (via ADSs), Cadeler must comply with SEC reporting requirements, including the annual filing of Form 20-F. Compliance with international maritime regulations and environmental standards is also paramount for operational continuity.

What Investors Should Do

  1. Monitor new build delivery timelines closely.
  2. Assess the impact of vessel downtime on financial performance.
  3. Evaluate the company's risk mitigation strategies for supply chain and geopolitical issues.

Key Dates

Glossary

20-F
An annual report required by the U.S. Securities and Exchange Commission (SEC) for foreign private issuers that have registered securities in the U.S. (This document provides comprehensive financial and operational information about Cadeler A/S for investors and regulators.)
A-Class New Builds
New vessels currently under construction for Cadeler, designed for advanced offshore wind installation tasks. (These represent significant future investments and potential revenue growth, but also carry risks of construction delays and cost overruns.)
Off-hire
A period when a vessel is not earning revenue, typically due to maintenance, repairs, or upgrades. (The off-hire periods for Cadeler's O-Class vessels directly impacted their revenue generation, highlighting the financial consequences of downtime.)
Liquidated Damages
A sum of money that a party agrees to pay if they breach a contract, often specified in advance. (Cadeler faces potential liquidated damages if the delivery of its new builds is delayed, representing a financial liability.)
American Depositary Share (ADS)
A U.S. dollar-denominated equity share of a foreign-based company available through a U.S. depository bank. (Each ADS represents four ordinary shares of Cadeler, affecting how investors in the U.S. can trade and value the company's equity.)

Year-Over-Year Comparison

The 20-F filing for the year ended December 31, 2025, highlights increased operational risks compared to the previous year. Specific incidents like the Wind Scylla damage and the extended off-hire period for O-Class vessels underscore the vulnerability of Cadeler's limited fleet. Furthermore, the potential for new build delivery delays introduces new financial and operational challenges not as prominently featured in prior filings.

Filing Stats: 4,602 words · 18 min read · ~15 pages · Grade level 14.9 · Accepted 2026-03-24 07:43:17

Filing Documents

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents TABLE OF CONTENTS Page INTRODUCTION 1 PART I 3

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers 3

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 3

Key Information

Item 3. Key Information 3

Information on the Company

Item 4. Information on the Company 15

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 18

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 18

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 28

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 29

Financial Information

Item 8. Financial Information 30

The Offer and Listing

Item 9. The Offer and Listing 30

Additional Information

Item 10. Additional Information 31

Qualitative and Quantitative Disclosures About Market Risk

Item 11. Qualitative and Quantitative Disclosures About Market Risk 34

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 34 PART II 36

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 36

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 36

Controls and Procedures

Item 15. Controls and Procedures 36

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 37

Code of Ethics

Item 16B. Code of Ethics 37

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 37

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 37

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 37

Change in Registrant's Certifying Accountant

Item 16F. Change in Registrant's Certifying Accountant 37

Corporate Governance

Item 16G. Corporate Governance 37

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure 39

Disclosures Regarding Foreign Jurisdictions that Prevent Inspections

Item 16I. Disclosures Regarding Foreign Jurisdictions that Prevent Inspections 39

Insider Trading Policies

Item 16J. Insider Trading Policies 39

Cybersecurity

Item 16K. Cybersecurity 39 PART III 41

Financial Statements

Item 17. Financial Statements 41

Financial Statements

Item 18. Financial Statements 41

Exhibits

Item 19. Exhibits 43 i Table of Contents INTRODUCTION In this annual report on Form 20-F (the "Annual Report on Form 20-F") the terms "Company" and "Cadeler" refer to Cadeler A/S, a public limited liability company incorporated under the laws of Denmark, and the term "Cadeler Group" refers to Cadeler together with its subsidiaries on a consolidated basis. The term "Cadeler Shares" refers to ordinary shares of Cadeler, each with a nominal value of DKK 1.00 per share, and the term "Cadeler ADSs" refers to Cadeler's American Depositary Shares ("ADSs"), each of which represents four (4) Cadeler Shares. Pursuant to Rule 12b-23(a) of the Securities Exchange Act of 1934, as amended, certain information required to be included in this Annual Report on Form 20-F is being incorporated by reference from the Company's statutory annual report for the year ended December 31, 2025, including the consolidated financial statements of the Cadeler Group included therein (the "Annual Report 2025"), and the Company's remuneration report for the year ended December 31, 2025 (the "Remuneration Report 2025") as specified in this Annual Report on Form 20-F. Therefore, the information in this Annual Report on Form 20-F should be read in conjunction with the Annual Report 2025 and the Remuneration Report 2025, to the extent specified (see Exhibits 15.1 and 15.2, respectively). With the exception of the items and pages so specified, the Annual Report 2025 and Remuneration Report 2025 are not being, and shall not be deemed to be, filed as part of this Annual Report on Form 20-F. The Company publishes its financial statements in Euros ("EUR"). The terms "USD," "U.S. dollars" and "$" refer to the currency of the United States, the term "NOK" refers to Norwegian Kroner and the term "DKK" refers to Danish kroner.

Forward-looking statements

Forward-looking statements The information set forth in this Annual Report on Form 20-F contains "forward-looking statements" as that term is defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are generally identified by terminology such as "believe," "may," "will," "potentially," "estimate," "continue," "anticipate," "intend," "could," "would," "should," "project," "target," "plan," "expect," or the negatives of these terms or variations of them or similar terminology. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based upon current expectations, beliefs, estimates and assumptions that, while considered reasonable as and when made by Cadeler, are, by their nature, subject to significant risks and uncertainties. In addition, new risks and uncertainties may emerge from time to time, and it is not possible to predict all such risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by any forward-looking statements set out herein include: the Cadeler Group's limited number of vessels and its vulnerability in the event of a loss of revenue relating to any such vessel(s); risks inherent to Cadeler's offshore operations, the possibility that the utilization of the Cadeler Group's vessels may be lower than expected and that its backlog of contracts may fail to materialize; contractual and non-contractual legal risks related to the Cadeler Group's operations which may expose the Cadeler Group to financial losses and for which the Cadeler Group may not have insurance coverage; risks related to the ordering, construction and delivery of new build vessels and upgrades of existing vessels; failure to maintain an effective system of internal control over financial reporting; risks relating to technical, maintenance, transportation and other commercial services supplied to

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable Not applicable.

Key Information

Item 3. Key Information A. [Reserved] B. Capitalization and indebtedness Not applicable. C. Reasons for the offer and use of proceeds Not applicable. D. Risk factors Set out below is a summary of certain risk factors which could affect the Cadeler Group's future results and may cause them to differ from expected results materially. The factors discussed below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties that the Cadeler Group's business faces. Risks Related to the Cadeler Group's Business The Cadeler Group has a limited number of vessels and could be adversely impacted if any vessel is taken out of operation, or if there is a delay in the delivery of any new build vessel. The Cadeler Group generates revenue by utilizing its fleet for the transportation and installation of offshore wind turbine generators and foundations and the provision of maintenance and decommissioning services in the offshore wind industry. The Cadeler Group's operating fleet of wind installation vessels (together, the "Operating Vessels") currently comprises one A-Class (previously referred to as F-Class) vessel, Wind Ally (the "Operating A-Class Vessel"), two P-Class (previously referred to as X-Class) vessels, Wind Peak and Wind Pace (the "P-Class Vessels"), two M-Class vessels, Wind Maker and Wind Mover (the "M-Class Vessels"), two O-Class vessels, Wind Orca and Wind Osprey (the "O-Class Vessels"), Wind Keeper, Wind Scylla and Wind Zaratan. In addition, the Cadeler Group has two new builds under construction, both of which are A-Class vessels (the "A-Class New Builds" and, together with the Operating A-Class Vessel, the "A-Class Vessels"). If any of the Operating Vessels or, once delivered, the A-Class New Builds are temporarily or permanently taken out of operation, including due to one of the risks described in this Annual Report on Form 20-F materializing, this could result in a loss of revenue that would othe

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