Hexagon proposes distribution and listing of Octave Intelligence plc and provides update on planned spin-off

Hexagon proposes distribution and listing of Octave Intelligence plc and provides update on planned spin-off

STOCKHOLM, March 24, 2026 /PRNewswire/ -- Hexagon AB today announced that the Board of Directors has resolved to propose the distribution of and listing of Octave Intelligence plc ("Octave") to the Annual General Meeting (AGM) to be held on Friday 24 April 2026, whereby ten (10) shares in Hexagon entitle to one (1) share of the corresponding share class in Octave. Class B ordinary shares in Octave will be listed on Nasdaq Global Select Market in New York and a temporary Swedish depository receipt ("SDR") program will be implemented pursuant to which SDRs representing class B ordinary shares in Octave will be listed on Nasdaq Stockholm. All shares in Octave will be distributed and the distribution of the shares in Octave is expected to be made in accordance with the so-called Lex Asea rules. The Board of Directors has today also resolved to propose that the Annual General Meeting authorizes the Board of Directors to determine the record date for the right to receive shares in Octave.

Octave currently expects to maintain the SDR program until further notice, which Octave expects to be for about two years following the date of the distribution. Octave expects to evaluate the status of the listing on Nasdaq Stockholm from time to time, including based on liquidity considerations, and will provide at least three months' notice prior to termination of the listing on Nasdaq Stockholm.

Additional information to Hexagon's shareholders regarding the proposed distribution of the shares in Octave will be published in the form of an information brochure on Hexagon's website, available under the Annual General Meeting 2026 section.  

Furthermore, Octave will later today file an amendment to its Registration Statement on Form 10 under the U.S. Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission. The amendment includes unaudited pro forma combined financial statements which illustrate the financial impacts of the distribution and related transactions and audited combined financial information of Octave for the year ended December 31, 2025. A copy of the amended Registration Statement will later today be available for review at www.sec.gov under the name Octave Intelligence plc. The Registration Statement will be further updated with additional information in subsequent amendments as further information on the distribution is finalised.

Octave will host an Investor Day on Thursday, 26 March 2026. The event marks a significant milestone as Octave prepares to become an independent, publicly traded company following its planned separation from Hexagon.

Indicative timetable for the distribution of Octave

For more information, please contact: 
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

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. 

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SOURCE Hexagon