EQS-Adhoc: Gabler Group AG sets final offer price for initial public offering (IPO) at EUR 44.00 per share

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Gabler Group AG sets final offer price for initial public offering (IPO) at EUR 44.00 per share

Lubeck (Germany), March 4, 2026 – Gabler Group AG (the “Company” or “Gabler”), an established developer and manufacturer of mission-critical subsea technologies in the business areas of Submarine Systems, Subsea Communications & Data and Subsea Power, today has set the final offer price for its initial public offering (the “Offering”) at EUR 44.00 per share.

A total of 3,018,750 shares of the Company were placed in connection with the Offering, consisting of 1,050,000 newly issued shares from a cash capital increase (the “New Shares”), 1,575,000 existing shares (the “Sale Shares”) from the holdings of Possehl Mittelstandsbeteiligungen GmbH (the “Selling Shareholder”), and 393,750 existing shares from the holdings of the Selling Shareholder in connection with an over-allotment option (the “Over-Allotment Shares” and, together with the New Shares and the Sale Shares, the “Offer Shares”).

The total placement volume amounts to EUR 132.8 million, assuming full exercise of the greenshoe option. Based on the final offer price, the Company’s market capitalization will amount to approximately EUR 266.2 million. The Company’s free float will be 49.9% assuming full exercise of the greenshoe option.

Trading of the Company’s shares on the Scale segment of the Open Market (Freiverkehr) of the Frankfurt Stock Exchange is expected to commence on March 9, 2026, under the ticker symbol “XK4” and ISIN DE000A421RZ9. Book-entry delivery of the Offer Shares against payment of the Offer Price is expected to take place on March 10, 2026.

Cantor Fitzgerald Ireland Limited acted as Sole Global Coordinator and Joint Bookrunner in connection with the Offering. B. Metzler seel. Sohn & Co. Aktiengesellschaft acted as Joint Bookrunner.

The total allocation to retail investors who placed orders via DirectPlace® amounts to approximately 39,598 Offer Shares. Retail investor orders received an allocation of approximately 20% of the order size, whereby orders for fewer than 5 shares were not filled, the minimum allocation was 5 Offer Shares, and a maximum allocation of 24 Offer Shares applied. The Principles for the Allocation of Share Issues to Retail Investors, issued on June 7, 2000, by the German Commission of Stock Exchange Experts, were observed.

INVESTOR RELATIONS CONTACT:

Patrick Jacobs
VP Investor Relations
Email: IR@gablergroup.com

DISCLAIMER

This announcement is an advertisement for the purposes of regulation EU 2017/1129, as amended (the “Prospectus Regulation”). This announcement may not be, directly or indirectly, published, distributed or transmitted in or into the United States, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful. This publication does not constitute an offer to purchase or subscribe for securities (the “Securities”) of Gabler Group AG (the “Company” or “Gabler”), nor does it constitute a solicitation to make such an offer. The Securities have already been sold. In particular, these materials do not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There was and will be no public offering of the securities in the United States. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan subject to certain exceptions.

The offer was made solely by the means of, and on the basis of, a securities prospectus which was published already. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus. The securities prospectus was published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) and is available free of charge on the Company’s website (www.gablergroup.com under the “IPO” category). The approval of the Prospectus by the BaFin should not be understood as an endorsement of the investment in any Securities in the Company. Investors should subscribe for or purchase shares solely on the basis of the Prospectus (including any supplements thereto) and should read the Prospectus (including any supplements thereto) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment, which will be described in the first chapter “Risk Factors” of the Prospectus.

In member states of the European Economic Area other than Germany, this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation. In the United Kingdom, this announcement is only being distributed to and is only directed at persons who are “qualified investors” within the meaning of the Public Offers and Admissions to Trading Regulations 2024 who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) persons to whom an invitation or inducement to engage in an investment activity (within the meaning of section 21 of the United Kingdom Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). This announcement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

This announcement contains forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms “plans,” “targets,” “aims,” “continues,” “believes,” “estimates,” “anticipates,” “expects,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding Gabler’s intentions, beliefs or current expectations concerning, among other things, its prospects, growth, strategies and the industry in which Gabler operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. You are cautioned that forward-looking statements are not guarantees of future performance and events and that the development of Gabler’s prospects, growth, strategies and the industry in which Gabler operates as well as actual events may differ materially from those made in or suggested by the forward-looking statements contained in this announcement. In addition, even if the development of Gabler’s prospects, growth, strategies and the industry in which it operates and future events are consistent with the forward-looking statements contained in this announcement, those developments may not be indicative of Gabler’s results, liquidity or financial position or of results or developments in subsequent periods not covered by this announcement. Each of the Company, the selling shareholder and the joint bookrunners expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Each of Cantor Fitzgerald Ireland Limited and B. Metzler seel. Sohn & Co. Aktiengesellschaft (together, the “Banks”) is acting exclusively for the Company and the selling shareholder and no one else in connection with the planned offering of the Securities (the “Offering”) and will not be responsible to anyone other than the Company for providing the protections afforded to their respective customers or for providing advice in relation to any offering or any transaction or arrangement referred to herein. Each of the Banks and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

In connection with the planned Offering, the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities of the Company and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the prospectus to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Banks and any of their affiliates acting as investors for their own accounts. In addition, certain of the Banks or their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which such Banks (or their affiliates) may from time to time acquire, hold or dispose of the Company’s shares. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Banks, and/or their respective affiliates or persons acting on their behalf have in the past engaged, and may in the future, from time to time, engage in commercial banking, investment banking, financial advisory and other activities and partnerships in the ordinary course of their business with Gabler and/or the selling shareholder or any parties related to or competing with any of them, in respect of which they have and may in the future, receive customary fees and commissions.

None of the Banks or any of their respective representatives accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this release or its accuracy, fairness or completeness. The expected date of the inclusion in trading of shares of the Company in the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (Scale segment) (the “Inclusion”) may be influenced by things such as market conditions. There is no guarantee that Inclusion will occur and no financial decision should be based on the intentions of the Company in relation to Inclusion at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specializing in advising on such investments. This release does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

2285814  04-March-2026 CET/CEST