Hexagon AB Proposes Spin Off and Dual Listing of Octave Intelligence plc with Share Distribution to Existing Shareholders

Hexagon AB Proposes Spin Off and Dual Listing of Octave Intelligence plc with Share Distribution to Existing Shareholders

(IN BRIEF) Hexagon AB has proposed the spin-off and public listing of Octave Intelligence plc, with shareholders set to receive one Octave share for every ten Hexagon shares, subject to approval at the April 2026 AGM. Octave’s Class B shares are expected to be listed on Nasdaq New York, alongside a temporary SDR listing on Nasdaq Stockholm. The transaction will follow Lex Asea rules and is supported by regulatory filings with the U.S. SEC, including financial disclosures. The move is designed to establish Octave as an independent company while providing Hexagon shareholders with direct participation in its future performance.

(PRESS RELEASE) STOCKHOLM, 24-Mar-2026 — /EuropaWire/ — Hexagon AB has announced plans to separate its business unit into a new independent company, Octave Intelligence plc, through a proposed share distribution and public listing. The proposal will be submitted for shareholder approval at the company’s Annual General Meeting scheduled for 24 April 2026.

Under the proposed structure, Hexagon shareholders will receive one share in Octave for every ten shares held in Hexagon, aligned by share class. The new company’s Class B ordinary shares are expected to be listed on the Nasdaq Global Select Market in New York. At the same time, a temporary Swedish depository receipt programme will be introduced, allowing SDRs representing Octave’s shares to be traded on Nasdaq Stockholm. The distribution is intended to follow the Swedish Lex Asea framework, enabling a tax-efficient spin-off for shareholders.

Octave has indicated that the SDR programme will remain in place for an estimated period of around two years, during which the company will periodically review the continued listing in Stockholm, taking liquidity factors into account. Any decision to discontinue the listing would be communicated with advance notice of at least three months.

Hexagon also plans to provide shareholders with further details about the transaction through an information brochure to be published ahead of the AGM. In parallel, Octave is progressing its regulatory preparations in the United States by filing updates to its Registration Statement with the U.S. Securities and Exchange Commission. The filing includes financial disclosures, such as audited combined results for 2025 and pro forma statements illustrating the expected financial impact of the separation.

As part of its transition to an independent entity, Octave will host an Investor Day on 26 March 2026, offering stakeholders insight into its strategy, operations, and future outlook as a standalone public company.

The anticipated timeline outlines key milestones, beginning with the AGM approval in April, followed by the final trading day of Hexagon shares with distribution rights in May, and the subsequent listing and trading of Octave shares and SDRs later that month. The first trading day for Octave’s Class B shares on Nasdaq New York is expected on 28 May 2026.

Through this planned spin-off and listing, Hexagon aims to establish Octave as a separately traded company, providing investors with direct exposure to its business while allowing both entities to pursue more focused strategic paths.

About Hexagon:
Hexagon is the global leader in measurement technologies. We provide the confidence that vital industries rely on to build, navigate, and innovate. From microns to Mars, our solutions ensure productivity, quality, safety, and sustainability in everything from manufacturing and construction to mining and autonomous systems.

Hexagon (Nasdaq Stockholm: HEXA B) has approximately 24,800 employees in 50 countries and net sales of approximately 5.4bn EUR. Learn more at hexagon.com.

About Octave:
Octave provides mission-critical software that empowers organizations to make informed decisions across every stage of the asset lifecycle — Design, Build, Operate and Protect — where performance, safety, and reliability are non-negotiable and failure is not an option.

Turning complex operational data into actionable intelligence, Octave connects expertise, real-world conditions and enterprise-scale insight to improve performance, resilience and incident response where it matters most.

Octave has approximately 7,200 employees in 45 countries. Learn more at octave.com and follow us on LinkedIn.

Important information:

• This communication does not constitute an offer to exchange, sell or buy securities. There shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
• This communication contains forward-looking statements. When used in this communication, words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and “project” are intended to identify forward-looking statements. They may involve risks and uncertainties, including technological advances in the measurement field, product demand and market acceptance, the effect of economic conditions, the impact of competitive products and pricing, foreign currency exchange rates and other risks. These forward-looking statements reflect the views of Hexagon’s management as of the date made with respect to future events and are subject to risks and uncertainties. All of these forward-looking statements are based on estimates and assumptions made by Hexagon’s management and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results or experience could differ materially from the forward-looking statements. Hexagon disclaims any intention or obligation to update these forward-looking statements. Forward-looking statements are not guarantees of future performance and the actual results of Hexagon’s operations and the development of the markets and the industry in which Hexagon operates or other outcomes suggested by such forward-looking statements (including any outcomes of a separation, a spin-off or a listing and any related business, financial, tax, regulatory or other implications, or differences between the existing Octave business area and any separated business) may differ materially from those described in, or suggested by, the forward-looking statements contained in this communication.

Media Contacts: 

Octave:
Elizabeth Chwalk, VP, Investor Relations, Octave +1 401 749 – 0278, elizabeth.chwalk@hexagon.com

Hexagon:
Tom Hull, Head of Investor Relations, Hexagon AB, +44 7442 678 437, ir@hexagon.com

Anton Heikenström, Investor Relations Manager, Hexagon AB, +46 8 601 26 26, ir@hexagon.com

SOURCE: Hexagon AB