Item 4 — Purpose of Transaction
The Reporting Person acquired all of the Shares to which this Statement relates in the Exchange Offer, which was completed in connection with the Redomiciliation. The Issuer launched the Exchange Offer on September 21, 2026. The Reporting Person tendered all of its 109,352,091 Predecessor Shares to the Predecessor Issuer in the Exchange Offer. The Exchange Offer expired on October 28, 2026, and Cadeler plc announced the final results of the Exchange Offer on November 2, 2026. Upon that announcement, the Reporting Person's tender of its Predecessor Shares, and its corresponding commitment to acquire the Shares of the Issuer, became irrevocable. As a result, as of November 2, 2026, the Reporting Person ceased to beneficially own any Predecessor Shares and acquired 109,352,091 Shares in exchange, representing approximately 30.77% of the outstanding Shares. The Reporting Person first became a holder of the Predecessor Shares in connection with the Predecessor Issuer's initial public offering and listing on the Oslo Stock Exchange in November 2020, and thereafter increased its position through (i) the business combination with Eneti Inc., which was completed in December 2023, (ii) private placements by the Predecessor Issuer completed in February 2024 and March 2026, (iii) a privately-negotiated transaction with a third party completed in November 2025, and (iv) multiple open-market purchases completed over the course of 2025 and 2026. The funds used to acquire the Predecessor Shares that were exchanged in the Exchange Offer originated from equity injections by the Reporting Person's sole equityholder, Mr. Andreas Sohmen-Pao, using his personal funds. Mr. Sohmen-Pao also serves as Chairman of the Issuer's Board of Directors; however, all voting and investment decisions with respect to the Shares are made by the board of directors of the Reporting Person. The Reporting Person holds the Shares for investment purposes. Other than as described herein, the Reporting Person has no present plans or proposals that would result in any of the actions enumerated in subclauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person expects to review from time to time its investment in the Issuer and may, depending on the Issuer's business, assets, operations, financial condition, prospects and other factors, decide to: (i) purchase additional Shares, options or other securities of the Issuer in the open market, in privately negotiated transactions or otherwise; (ii) sell all or a portion of the Shares, options or other securities now beneficially owned or hereafter acquired by it; (iii) propose one or more directors for the Issuer's board of directors; (iv) engage in discussions, negotiations or enter into other transactions with a view to obtaining direct or indirect control of the Issuer; (v) acquire assets of the Issuer and its subsidiaries; and (vi) engage in such other proposals as the Reporting Person may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in clauses (a) through (j) above. Consistent with the foregoing, the Reporting Person may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer, including but not limited to its operations, governance and control.