Hexagon Advances Planned Separation of Octave Intelligence with Public Form 10 Filing and Dual Nasdaq Listing Strategy

Hexagon Advances Planned Separation of Octave Intelligence with Public Form 10 Filing and Dual Nasdaq Listing Strategy

(IN BRIEF) Hexagon has announced that its planned spin-off entity, Octave Intelligence Limited, has publicly filed a Form 10 Registration Statement with the U.S. Securities and Exchange Commission, marking a key milestone in the proposed separation. The move is intended to establish Octave as an independent software and SaaS company focused on operational intelligence for industrial and public sector environments. The filing includes detailed disclosures about the business, management, and historical carve-out financial statements prepared under U.S. GAAP, along with pro forma allocations of certain corporate costs. Hexagon anticipates completing the spin-off in the latter part of the second quarter of 2026, with planned listings on the Nasdaq Global Select Market in New York and Nasdaq Stockholm. The transaction remains subject to regulatory approvals, board and shareholder consent, and other customary conditions.

(PRESS RELEASE) STOCKHOLM, 12-Feb-2026 — /EuropaWire/ — Hexagon AB has taken a formal step toward the planned separation of its operational intelligence business, announcing that its potential spin-off entity, Octave Intelligence Limited, has publicly filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934.

The intended separation is designed to position Octave as a standalone, software-focused and SaaS-driven enterprise dedicated to operational intelligence solutions serving mission-critical industrial and public sector environments. By establishing Octave as an independent company, Hexagon aims to create a more focused structure for growth, capital allocation and strategic development within the operational intelligence segment.

The filed Registration Statement provides comprehensive disclosure regarding Octave’s business model, leadership structure and historical combined financial statements. These include “carve-out” financials prepared using a transaction perimeter approach, offering investors insight into the company’s historical performance within Hexagon’s broader corporate framework. The document also outlines key aspects of the anticipated spin-off transaction.

Investors reviewing the filing should note that Octave’s historical carve-out financial information has been prepared under U.S. GAAP, rather than the IFRS standards used in Hexagon’s segment reporting. Additionally, the financial statements incorporate a pro forma allocation of certain corporate and other costs historically borne by Hexagon, reflecting a partial cost structure that Octave would assume as an independent entity.

Hexagon expects that, subject to required approvals and prevailing market conditions, the spin-off could be completed in the latter part of the second quarter of 2026. Trading in Octave shares is anticipated to commence following listings on both the Nasdaq Global Select Market in New York and Nasdaq Stockholm.

Completion of the separation remains contingent upon several conditions, including approval by Hexagon’s Board of Directors and its general meeting, the effectiveness of the Registration Statement, and the necessary approvals from the relevant stock exchanges. Hexagon indicated that further updates will be communicated as the process progresses.

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.

[1] The carve-out adjustments made to create the historical financial statements of Octave follow financial reporting guidelines related to carve-out accounting and are not relevant for any other purpose and should not be used for conclusions regarding Hexagon’s historical financials as a stand-alone company excluding Octave.

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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 24,500 employees in 50 countries and net sales of approximately 5.4bn EUR. Learn more at hexagon.com.

About Octave:
Octave provides enterprise software that helps organizations design, build, operate and protect critical industrial and infrastructure assets. Octave supports decisions across the full asset lifecycle where performance, safety and reliability matter and failure is not an option. Octave connects engineering, operational and safety workflows, enabling customers to convert complex operational data into decisions that improve performance, resilience and incident response across real-world environments. Octave has more than 7,000 employees in 45 countries Learn more at octave.com and follow us on LinkedIn.

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 A

SOURCE: Hexagon