20-F: Cadeler Doubles Fleet, Refinances Debt, Reports Strong 2025 Growth

Cadeler A/S reported a defining year in 2025, doubling its fleet capacity, achieving strong financial performance, and securing significant debt refinancing, while maintaining a robust order backlog.

Summary

• 2025 was a defining year for Cadeler, strengthening its position as a leading provider of offshore wind installation services.
• Fleet capacity doubled with the delivery of five new vessels: Wind Maker, Wind Pace, Wind Keeper, Wind Ally, and Wind Mover, all delivered on or ahead of schedule.
• The organization grew significantly, surpassing 1,000 employees by year-end 2025.
• The order backlog (including 100% of option days) reached approximately EUR 2,765 million as of December 31, 2025, an increase from EUR 2,336 million in 2024.
• Revenue for 2025 was EUR 620.4 million, a substantial increase from EUR 248.7 million in 2024.
• Net profit for 2025 was EUR 280.2 million, up from EUR 65.1 million in 2024.
• Adjusted EBITDA for 2025 amounted to EUR 425.4 million, compared to EUR 126.0 million in 2024.
• Cash provided by operating activities was EUR 394.2 million, significantly higher than EUR 93.1 million in 2024.
• Cash used in investing activities increased to EUR 1,264.2 million, driven by large asset investments.
• Cash provided by financing activities was EUR 967.7 million, primarily from borrowings of EUR 1,309.2 million.
• Total net financial indebtedness was EUR 1,459.0 million as of December 31, 2025, up from EUR 519.8 million in 2024.
• The equity ratio stood at 44.0% as of December 31, 2025, a decrease from 63.7% in 2024.
• A share repurchase program in May 2025 resulted in the repurchase of 395,200 shares for approximately EUR 1.7 million.
• The company secured new green loan facilities, including the EUR 125 million Wind Keeper Facility and the EUR 60 million 2025 Holdco Facility (with an EUR 80 million accordion option).
• All debt covenants were in compliance as of December 31, 2025.
• Gender diversity on the Board of Directors reached 28.6% (2 women, 5 men), exceeding the 25% target for 2026.
• The gender pay gap was reported for the first time at -2%, indicating that women earn more on average across the total workforce.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong report, highlighting significant operational expansion, robust financial performance exceeding guidance, and strategic positioning in a growing market. While increased debt and some operational incidents are noted, the overall trajectory and future outlook are highly positive.

Positives

• Significant fleet expansion with five new vessels delivered on or ahead of schedule in 2025, effectively doubling capacity.
• Strong financial performance in 2025 with revenue of EUR 620.4 million, net profit of EUR 280.2 million, and Adjusted EBITDA of EUR 425.4 million, all exceeding guidance.
• Record-high order backlog of EUR 2,765 million (including options) provides strong long-term revenue visibility.
• Successful refinancing of the Wind Keeper Bridge Facility with a long-term green loan facility of EUR 125 million.
• Refinancing of M-Class facilities to EUR 420 million, enhancing financial structure.
• Establishment of a new unsecured green corporate loan facility (2025 Holdco Facility) of EUR 60 million with an accordion option of up to EUR 80 million, enhancing financial flexibility.
• Compliance with all debt covenants as of December 31, 2025, indicating sound financial management.
• Achievement of gender diversity target on the Board (28.6% women) ahead of schedule, demonstrating progress in corporate governance.
• Launch of Nexra, a dedicated O&M service platform, to diversify revenue streams and improve fleet utilization.
• Continued investment in energy efficiency and emission reduction technologies for newbuilds and existing vessels, including biofuel testing and blending on O-class vessels.

Negatives

• Increased total net financial indebtedness to EUR 1,459.0 million as of December 31, 2025, with 100% bearing floating interest rates, increasing exposure to interest rate fluctuations.
• Equity ratio decreased to 44.0% from 63.7% in 2024, indicating higher leverage.
• Cash used in investing activities significantly increased to EUR 1,264.2 million due to large asset investments.
• Wind Scylla suffered minor damage to a jack-up leg in June 2025, requiring approximately one month of repair work and incurring liquidated damages.
• Increased cost of sales (EUR 236.8 million) and administrative expenses (EUR 74.6 million) in 2025 due to fleet expansion and headcount growth.
• Total recordable incidents (TRIF) increased to 5.58 incidents per million hours worked in 2025 from 2.43 in 2024.
• Lost-time incidents (LTIF) increased to 1.68 lost time incidents per million hours worked in 2025 from 0.81 in 2024.
• One significant oil spill of approximately 1000 liters occurred on Wind Ally in December 2025 during a bunkering procedure.
• The percentage of purchased electricity from renewable energy sources decreased by 48% in 2025 compared to 2024.
• Scope 1 GHG emissions rose by 81% in 2025 due to fleet growth and transit voyages.
• Scope 3 GHG emissions increased by 323% in 2025, largely due to capital goods (newbuild vessels).

Risks

• 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 is exposed to hazards that are inherent to offshore operations, and damages may not be covered by insurance.
• The Cadeler Group is dependent on the employment and utilization of its vessels, and its backlog of contracts may not materialize.
• The Cadeler Group could be materially adversely affected if demand for its services is lower than anticipated or decreases, including as a result of oversupply, changing trends in the energy market or a deterioration of its market reputation and client relationships.
• The Cadeler Group faces other contractual and non-contractual legal risks related to its operations, which may expose it to financial loss.
• The ordering, construction and delivery of new build vessels and upgrades to existing vessels is subject to various risks and uncertainties, including forward-looking assessments which could turn out to be incorrect, and requires substantial financing which may not be available on favorable terms or at all.
• The Cadeler Group has historically derived its revenue from a small number of customers, and the loss or default of any such customer could result in a significant loss of revenue and adversely affect its business.
• If the Cadeler Group fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report financial results in a timely manner or prevent fraud, which may adversely affect its business and the market price of its ADSs and Shares.
• The Cadeler Group is dependent on technical, maintenance, transportation and other commercial services from third parties.
• The Cadeler Group could be materially adversely affected by increased supply of offshore wind farm installation services as a result of new competitors entering the market or existing competitors expanding their fleet of suitable vessels.
• The Cadeler Group faces competition from industry participants who may have greater resources than it does.
• Technological progress might render the technologies used by the Cadeler Group obsolete or less profitable.
• The Cadeler Group operates across multiple jurisdictions and is thereby exposed to a number of risks inherent in international operations, including political, civil or economic disturbance.
• The Cadeler Group is exposed to risks related to macroeconomic factors and geopolitical conditions, including continuing uncertainty relating to the development of the political climate within China and between China and other countries, including the United States, and the designation of certain COSCO affiliates as Chinese military companies.
• If Cadeler's vessels operate in countries or territories that are subject to restrictions, sanctions, or embargoes imposed by the U.S. government, the European Union, the United Nations, or other governments, it could lead to monetary fines or other penalties and adversely affect its reputation and the market for its shares and trading price.
• Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, contract terminations and have an adverse effect on the Cadeler Group's business.
• Breakdowns in the Cadeler Group's information technology and/or noncompliance with data protection laws could negatively impact its business, including its ability to service customers.
• A cybersecurity attack could materially disrupt the Cadeler Group's business, and integration of artificial intelligence (AI) may increase cybersecurity and privacy risks.
• The Cadeler Group faces financial risk due to its level of indebtedness and is subject to restrictive covenants and conditions pursuant to its financing agreements.
• Litigation proceedings could have a material adverse impact on the business, prospects and financial results and condition of the Cadeler Group.
• The Cadeler Group's insurance coverage may be inadequate to protect it from liabilities that could arise in its business.
• The Cadeler Group faces risks related to recruiting and retaining key personnel, and any loss of senior management or failure to recruit or retain highly skilled personnel could have a material adverse effect on its operations.
• The Cadeler Group is exposed to counterparty credit risks relating to its key customers and certain other third parties.
• The Cadeler Group may fail to comply with applicable environmental laws and regulations, which could have an adverse effect on its business, prospects and financial results and condition.
• The Cadeler Group faces increasing scrutiny related to environmental, social and governance as well as sustainability matters that may impact its business.
• The Cadeler Group is subject to risks related to tax, including the applicability of tonnage taxation, and to changes in tax laws.
• The Cadeler Group is dependent on certain certificates and approvals, and classification societies have established requirements that all vessels are required to meet and which may result in substantial costs.
• The Cadeler Group is subject to risks relating to changes in, compliance with, or failure to comply with certain domestic and international laws and regulations.
• Labor disruptions could materially adversely affect the Cadeler Group's business and operations.
• Changes in interest rates and inflation will continue to affect the Cadeler Group's business and results.
• Cadeler may fail to realize all of the anticipated benefits of the Business Combination, or these benefits may take longer to realize than expected.
• Integration of acquired businesses involves numerous challenges that may be more time-consuming and costly than expected.
• Future issuances of new Cadeler Shares or other securities in Cadeler may dilute the holdings of Cadeler Shareholders and could materially affect the price of the Cadeler ADSs and the Cadeler Shares.
• The market value of Cadeler ADSs and Cadeler Shares and dividends are subject to exchange risk.
• Holders of Cadeler ADSs may not be able to exercise voting rights or receive distributions as readily as holders of Cadeler Shares.
• The Deposit Agreement includes a jury trial waiver provision and a forum selection provision, as a result of which holders of Cadeler ADSs may not be entitled to a jury trial or to bring a claim in a judicial forum they find favorable with respect to claims arising under the Deposit Agreement.
• Cadeler's largest shareholders have significant voting power and the ability to influence matters requiring shareholder approval. Sales of substantial amounts of Cadeler Shares by Cadeler's largest shareholders could reduce the price of Cadeler Shares.
• If insolvency proceedings are commenced against Cadeler resulting in a liquidation, the Cadeler Shareholders may only be entitled to receive a liquidation dividend from Cadeler to the extent that all of Cadeler's liabilities have been paid to creditors in full.
• There can be no assurances that Cadeler will not be a passive foreign investment company (a PFIC) for any taxable year, which would generally result in adverse U.S. federal income tax consequences to U.S. investors in Cadeler ADSs or Cadeler Shares.

Future Outlook

Cadeler expects 2026 revenue to be between EUR 854 million and EUR 944 million, with Adjusted EBITDA projected between EUR 420 million and EUR 510 million. The company anticipates strengthening its position in the offshore wind market, with undersupply of installation vessels expected to increase. Demand for its growing fleet remains strong, and the backlog stands at EUR 2,827 million as of March 2026. Cadeler maintains an optimistic outlook for its core segments, including wind turbine and foundation installation and heavy operations & maintenance, expecting significant benefits from its dedicated O&M service platform, Nexra. The long-term development of the U.S. and other Americas markets continues to show potential despite short-term setbacks. The outlook is subject to risks such as strikes, embargoes, political instability, adverse weather, accidents, technical breakdowns, and contract cancellations or postponements.

Management Comments

• "2025 was a defining year for Cadeler. Through disciplined execution and a major expansion of our fleet, the company strengthened its position as a leading provider of offshore wind installation services while delivering strong financial performance."
• "Reliable project execution remains a key differentiator in offshore wind, and Cadeler continued to deliver consistent performance for clients and partners."
• "A larger, standardised fleet also enhances operational resilience for our clients. Greater fleet depth provides built-in redundancy, improving reliability and reducing execution risk across complex installation campaigns."
• "By mid-2027, the company will operate a fleet of twelve vessels, positioning Cadeler as the worlds largest and most versatile pure-play offshore wind installation provider."
• "Demand for O&M services continued to grow in 2025, representing approximately one-fifth of Cadelers revenue. This growth reflects the rapid expansion of the global offshore wind installed base and the increasing deployment of larger turbines."
• "Responsible operations remain central to Cadelers long-term strategy. With several newbuild vessels delivered to stringent environmental standards, we continue to focus on reducing emissions intensity across the fleet."
• "Cadeler remains committed to reducing Scope 1 and Scope 2 emissions intensity by 50% by 2030 and achieving net-zero operations by 2035."
• "Offshore wind remains one of the most scalable renewable energy sources and will play an increasingly important role as global energy systems electrify."
• "Cadeler enters this period from a position of strength. Supported by a modern fleet, strong execution capabilities and a disciplined approach to capital allocation, we remain focused on delivering reliable installation capacity and long-term value for our clients, partners and shareholders."

Industry Context

StockSavvy.ai notes that Cadeler's significant fleet expansion and strong financial results in 2025 position it favorably within the offshore wind industry, which is experiencing rapid growth despite recent recalibrations due to inflation, supply-chain pressures, and project financing challenges. The company's focus on larger turbines and O&M services aligns with evolving market demands, while its substantial backlog provides stability in a competitive environment. The commitment by nine North Sea countries to accelerate offshore wind expansion further underscores the positive long-term outlook for the sector.

Comparison to Industry Standards

• Cadeler's commitment to reducing Scope 1 and Scope 2 GHG emissions intensity by 50% by 2030 and achieving net-zero operations by 2035 aligns with IMO goals and the IPCC 1.5-degree scenario for the shipping industry, which requires a carbon intensity reduction between 51% and 61% by 2030 and net-zero by 2050.
• The company's TRIF of 5.58 and LTIF of 1.68 in 2025, while increased from 2024, should be benchmarked against industry averages for offshore wind installation vessels to fully assess safety performance.
• Cadeler's achievement of 28.6% women on its Board of Directors exceeds its own 25% target for 2026, demonstrating progress in gender diversity compared to broader industry norms which often lag in maritime sectors.

Management Changes

Corporate Governance

Legal Proceedings

• No governmental, legal or arbitration proceedings, including any such proceedings which are pending or threatened, that may have had in the recent past, or may have in the future, a significant effect on Cadeler or the Cadeler Group's financial position or profitability.

Related Party Transactions

• Purchases of services from related parties (BW Group, Scorpio Holdings) amounted to EUR 5.7 million in 2025.
• Receivables from related parties (Scorpio Holdings) were EUR 0.2 million in 2025.
• Payables to related parties (BW Group, Scorpio Holdings) were EUR 0.4 million in 2025.
• Approximately EUR 3 million recognized within prepayments relates to legal and advisory costs incurred by the Company on behalf of a special purpose vehicle incorporated by BW Altor Pte. Ltd. in connection with the proposed re-domiciliation to the United Kingdom, anticipated to be reimbursed.
• BW Group provided COSCO with four guarantees for P-class and A-class WTIVs, with two remaining outstanding as of December 31, 2025.
• Training courses were provided by BW Maritime.
• Administrative support was provided by Scorpio Services Holding.
• No material transactions with Board or Executive Management members other than remuneration and expense reimbursement.
• No loans or guarantees were provided to directors or Executive Management.

Stakeholder Impact

• Shareholders: Potential for increased value from strong financial performance and fleet expansion, but also dilution risk from future capital raises and influence from major shareholders.
• Employees: Organization growth to over 1,000 employees, increased headcount, focus on recruitment, leadership development, and operational capabilities. Exposure to health and safety risks (increased TRIF/LTIF). Benefits from flexible working hours, vacation, parental leave, and health checks.
• Customers: Enhanced ability to meet demand for larger scopes and project sizes due to doubled fleet capacity. Improved operational resilience and reliability. Exposure to potential delays and liquidated damages from incidents.
• Suppliers: Increased demand for goods and services due to fleet expansion. Subject to supplier assessments and adherence to Supply Chain Code of Conduct.
• Creditors: Increased debt levels but compliance with all covenants. Green loan facilities align with sustainability objectives.
• Environment: Commitment to decarbonization, energy efficiency, and emission reduction. Increased Scope 1 and 3 GHG emissions due to fleet growth, but efforts to reduce intensity. Water pollution incidents (oil spill). Waste reduction targets.
• Regulatory Bodies: Compliance with various international and national maritime regulations, ESG reporting (CSRD, EU Taxonomy), and internal control requirements (SOX 404b).

Next Steps

• Delivery of Wind Ace in Q3 2026.
• Delivery of Wind Apex in H1 2027.
• Delivery of the third A-class newbuild in Q2 2027.
• Continued investment in recruitment, leadership development, and operational capabilities.
• Further exploration of commitment to Science Based Targets (SBTi) for future verification.
• Development and implementation of additional preventive and detective controls for sustainability reporting.
• Periodic review and update of the Double Materiality Assessment.
• Outline a biodiversity strategy in the coming years.
• Next scheduled review of Company policies to address biodiversity.
• Investigate implementation of safe drinking water systems on Wind Scylla, Wind Zaratan, and Wind Keeper.
• Develop a proportionate and tailored human rights strategy and a three-year implementation roadmap.
• Update of the Code of Conduct and awareness training module for all employees planned for 2026.
• Formal targets for resources inflow to be established.
• New targets for waste directed to disposal to be approved during 2026.
• Improve contact with waste management providers in the value chain.
• Annual general meeting on April 21, 2026.
• Consider re-domiciliation of parent company to the United Kingdom.

Key Dates

Recommendation

Cadeler's 2025 performance, marked by a doubled fleet, record backlog, and strong financial results exceeding guidance, demonstrates robust growth and strategic execution in the expanding offshore wind market. The successful refinancing and commitment to sustainability further strengthen its long-term position, making it an attractive investment despite increased debt and operational risks.

Keywords

Offshore wind, Wind turbine installation vessel, Green loan, Fleet expansion, Refinancing, Financial performance, Order backlog, EBITDA, Capital expenditure, Debt covenants, ESG, Sustainability, Maritime industry, Cadeler, DNB, HSBC, KfW-IPEX, Sparebank 1 SR-Bank, COSCO, Hanwha Ocean, EURIBOR, Share repurchase, Corporate governance, Risk management, Taxation, PFIC