On 24 April 2026, the Annual General Meeting (AGM) of Hexagon AB resolved to distribute all shares in its wholly-owned subsidiary Octave to Hexagon's shareholders. The Board of Directors was also authorised to determine the record date for the distribution, which has been set for 22 May 2026.
Expected timetable
Date
Event
20 May 2026
Last day of trading in Series B shares in Hexagon including right to receive Octave's shares or SDRs in the distribution
21 May 2026
First day of trading in Series B shares in Hexagon excluding right to receive Octave's shares or SDRs in the distribution
21 May 2026
Expected first day of "when-issued" trading in Octave's class B ordinary shares on Nasdaq New York
22 May 2026
Record date for the distribution
25 May 2026
Expected first day of trading in Octave's SDRs on Nasdaq Stockholm
25 May 2026
First day to request conversion of Octave's SDRs to Octave's class B ordinary Shares
28 May 2026
Expected first day of regular-way trading in Octave's class B ordinary
Octave's Swedish depository receipts ("SDRs") will be listed on Nasdaq Stockholm and Octave's class B ordinary shares will be listed on the Nasdaq Stock Market in New York ("Nasdaq New York").
Each holder of Hexagon shares as of the record date will receive:
For Every
You Receive
10 Hexagon Class A Shares
1 Octave Class A Ordinary Share
10 Hexagon Class B Shares
1 Octave Class B Ordinary Share
For more information about Octave please visit investors.octave.com
Se Octaves VD och koncernchef Mattias Stenburg diskutera verksamheten och motiveringen till separationen.
Viktiga dokument som rör den potentiella separationen av Octave finns här:
1. Where is Octave incorporated and headquartered?
Octave Intelligence plc is incorporated in Ireland and is tax resident solely in Ireland. Octave’s principal executive offices are located at: 305 Intergraph Way, Madison, Alabama 35758, United States. Octave has approximately 7,200 employees in over 45 countries, including approximately 2,200 in the United States and approximately 1,800 in India.
2. What is the relationship between Octave and Hexagon AB?
Octave holds certain businesses previously operated within Hexagon AB (Nasdaq Stockholm: HEXA B), a Swedish corporation, including Hexagon’s Asset Lifecycle Intelligence business, Safety, Infrastructure & Geospatial business, ETQ business, and Bricsys business.
Following the Distribution, Octave will be a separate public company and Hexagon will have no continuing ownership interest in Octave. Hexagon and Octave will in connection with the Distribution enter into several agreements governing their post-separation relationship, including a Distribution Agreement, Tax Disaffiliation Agreement, Employee Matters Agreement, and Transition Services Agreement.
3. What is Octave’s fiscal year?
Octave’s fiscal year ends on December 31.
4. Who is Octave’s independent auditor?
PwC serves as Octave’s independent registered public accounting firm.
5. Where will Octave shares and SDRs trade?
Security
Exchange
Symbol
Octave Class B Ordinary Shares
Nasdaq Global Select Market (New York)
OCTV
Octave SDRs (each representing one Class B Ordinary Share)
Nasdaq Stockholm
OCTV SDB
Octave Class A Ordinary Shares will not be listed on any exchange.
6. What is the difference between Class A and Class B Ordinary Shares?
Class A and Class B Ordinary Shares rank pari passu (equally) in all economic respects, including rights to dividends and distributions upon liquidation. They differ only in voting rights:
Share Class
Votes per Share
Par Value
Listed
Class A Ordinary Shares
10 votes
$0.01
No
Class B Ordinary Shares
1 vote
$0.01
Yes
7. What is Octave’s authorized share capital?
Octave’s authorized share capital is $100,000,000 and €25,000, divided into:
Share Class
Authorized
Class A Ordinary Shares ($0.01 par value)
4,500,000,000
Class B Ordinary Shares ($0.01 par value)
4,500,000,000
Preferred Shares ($0.01 par value)
1,000,000,000
Deferred Shares (€1.00 par value)
25,000
Immediately following the Distribution, it is expected that 11,025,000 Class A Ordinary Shares and 257,412,788 Class B Ordinary Shares will be outstanding.
8. What is a Swedish Depository Receipt (SDR)?
An Octave SDR is a security issued by Skandinaviska Enskilda Banken AB (SEB) that represents one underlying Octave Class B Ordinary Share. SDRs are denominated in SEK and trade on Nasdaq Stockholm, enabling existing Hexagon shareholders to hold and trade Octave securities through the Swedish settlement infrastructure they already use. The underlying Octave Class B Ordinary Shares will be deposited into the DTC participant account of a nominee of SEB, as Octave SDR depositary.
9. Can I convert between SDRs and Octave Class B Ordinary Shares?
Yes. SDR holders may surrender their SDRs in exchange for book-entry interests in the underlying Octave Class B Ordinary Shares through DTC participants, provided all applicable legal, regulatory, and tax obligations are satisfied. Conversely, holders of Octave Class B Ordinary Shares may deposit their shares with SEB’s sub-custodian to receive SDRs.
Octave Class B Ordinary Shares cannot be distributed to directly registered shareholders. Consequently, if you are a directly registered shareholder and wish to participate in the conversion, you need to transfer your Octave SDRs (or your Hexagon Class B Shares, prior to the record date for the Distribution) to a custody account, an investment savings account or an endowment insurance with a nominee with Euroclear Sweden. Otherwise, you cannot participate in the conversion of your Octave SDRs into Octave Class B Ordinary Shares.
10. How do I convert my Octave SDRs into Octave Class B Ordinary Shares?
You can convert your Octave SDRs into Octave Class B Ordinary Shares at any time through your bank, broker, or other nominee.
To do this, simply:
Hold your SDRs through a bank or broker connected to Euroclear Sweden; and
Ask your bank, broker, or other nominee to submit a conversion request on your behalf.
Once your request is processed:
Your SDRs will be cancelled; and
The corresponding shares will be delivered to your account, typically within a few business days.
Conversion is free of charge for the first six (6) months from and including the first day of trading in the Octave SDRs. After that, your bank, broker or other nominee may charge a fee.
If you have questions about the process or timing, please contact your bank, broker, or other nominee.
11. How long will the SDR program continue?
Octave intends to maintain the SDR program and the listing on Nasdaq Stockholm until further notice, which Octave expects to be for about two years following the Distribution Date. However, Octave intends to evaluate the SDR Program over time in light of liquidity and relative trading volume on Nasdaq Stockholm and Nasdaq New York and Octave will provide at least three months’ notice to holders of SDRs prior to termination of the listing of the SDRs on Nasdaq Stockholm.
Upon termination of the SDR program, SEB will deregister all SDRs and transfer the underlying Octave Class B Ordinary Shares to a securities account designated by the holder. Where no such designation has been made or SEB determines that transfer is not practically possible, SEB is entitled to sell the Octave Class B Ordinary Shares, with the net proceeds – converted into SEK at prevailing market rates – paid to the holder’s linked cash account or, in its absence, by payment notice.
12. Who is the transfer agent for Octave shares?
Computershare Trust Company, N.A. serves as the transfer agent and registrar for Octave Class A Ordinary Shares and Class B Ordinary Shares.
13. What are Octave’s reporting obligations as a public company?
Following the effectiveness of the Form 10 registration statement, Octave will be subject to reporting obligations under the U.S. Securities Exchange Act of 1934 and the rules of Nasdaq New York. In connection with the listing of Octave SDRs on Nasdaq Stockholm, Octave will be subject to certain Swedish reporting obligations and EU transparency law. As an Irish incorporated company, Octave is also subject to reporting obligations under the Irish Companies Act 2014.
14. When is Octave expected to go public?
Octave Intelligence plc is expected to become a publicly listed company through a spin-off from Hexagon AB. Octave’s Class B Ordinary Shares are expected to begin trading on the Nasdaq Global Select Market on or about May 28, 2026 under the ticker symbol OCTV, and Octave SDRs are expected to begin trading on Nasdaq Stockholm on or about May 25, 2026 under the ticker symbol OCTV SDB, in each case following the effectiveness of the Form 10 registration statement filed with the U.S. Securities and Exchange Commission, the approval by the Swedish Financial Supervisory Authority of a prospectus in respect of the Octave SDRs, and the completion of the Distribution by Hexagon AB. Octave did not conduct a traditional initial public offering (IPO); rather, Hexagon distributed Octave shares directly to its existing shareholders on a pro rata basis.
15. Does Octave pay a dividend?
Octave does not currently pay a dividend and does not anticipate paying any cash dividends in the near future. Octave currently intends to retain its earnings to finance R&D, acquisitions and the operation and expansion of its business. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of the Board of Directors.
16. How do I buy Octave shares?
Octave Class B Ordinary Shares (OCTV) can be purchased through any licensed broker-dealer with access to the Nasdaq Global Select Market. Octave SDRs (OCTV SDB) can be purchased through any broker with access to Nasdaq Stockholm. Octave does not currently offer a direct stock purchase plan.
17. How can I change my address?
For questions regarding a change of address or other shareholder account matters, please contact Octave’s transfer agent:
