Hexagon announces update on planned spin-off of Octave

STOCKHOLM, Feb. 12, 2026 /PRNewswire/ — Hexagon announced today that its potential spin-off company, Octave Intelligence Limited, publicly filed a Registration Statement on Form 10 under the U.S. Securities Exchange Act of 1934 with the U.S. Securities and Exchange Commission. The planned separation is intended to establish Octave as a focused, independent software and SaaS company dedicated to operational intelligence across mission-critical industrial and public sector environments.

The Registration Statement provides detailed information on Octave’s business, management and historical combined financial statements with ‘carve-out’ financials prepared using the ‘transaction perimeter approach’ basis of presentation, as well as information related to the anticipated spin-off.

A copy of the Registration Statement is available for review at www.sec.gov under the name Octave Intelligence Limited. The Registration Statement will be updated with additional information in subsequent amendments as further information on the spin-off is finalised.

When reviewing Octave’s Registration Statement, investors should be aware that the main difference in the historical ‘carve-out’ financial information for Octave in the Registration statement compared to Hexagon’s current segment reporting for the Octave business is that Octave historical ‘carve-out’ financial information in the Registration Statement is prepared in accordance with U.S. GAAP, instead of IFRS. Further, the Octave historical ‘carve-out’ financial information includes a pro-forma re-allocation to Octave of a portion of Hexagon’s historical corporate and other costs, thus including some (but not the full) cost of Octave as a stand-alone company.^[1]

Hexagon anticipates that completion of the potential spin-off and trading in Octave shares will begin in the late part of the second quarter of 2026 with stock exchange listings on the Nasdaq Global Select Market in New York and Nasdaq Stockholm. Completion of the spin-off is subject to market, regulatory and certain other conditions, including approval by the Board and the general meeting of Hexagon, effectiveness of the Registration Statement, and approvals by the stock exchanges relating to the listings. Further updates regarding the spin-off will be made by Hexagon in due course.

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 A

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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SOURCE Hexagon