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DISCLAIMER – IMPORTANT

The following materials are not directed at or to be accessed by persons located in the United States (except for “qualified institutional buyers” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), Canada, Australia or Japan or any jurisdictions in which the distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

The shares mentioned herein have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.

For users located in the United Kingdom

In the United Kingdom the following materials are 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) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, 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”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the materials or any of their contents.

For users located within the European Economic Area (other than Germany)

You are located or resident in a member state of the European Economic Area (“EEA”) and are a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended. Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a qualified investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by Gabler Group AG (the “Company”) in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company. Furthermore, it does not constitute a recommendation by the Company or any other party to buy or sell shares in the Company.

You agree that the materials you receive are for your own use and that you will not distribute the materials to any other person.

To the extent that any materials on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Company and are based on current plans, estimates and forecasts that the Company has made to the best of its knowledge, but which may not be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

Confirmation of understanding and acceptance of disclaimer

By clicking on the “I CONFIRM” button, I certify that:

  • I am not located in the United States (unless I am a “qualified institutional buyer,” as defined above), Canada, Australia or Japan or any jurisdictions in which the distribution or release would be unlawful;
  • if I am located in the United Kingdom, I am a “relevant person” (as defined above); and
  • if I am located in the European Economic Area (other than Germany), I am a “qualified investor” (as defined above).

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “I CONFIRM” button, I confirm that I am permitted to proceed to electronic versions of these materials.

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “I CONFIRM” button, I confirm that I am permitted to proceed to electronic versions of these materials.

IMPORTANT INFORMATION

You have indicated that you are located in the United States. These materials are not intended for, directed at or accessible by persons located in the United States. However, persons located in the United States that are able to make the certifications below may access these materials. Please read the certifications below carefully and tick the checkboxes if you can make the certifications. If you cannot make the certifications below, please choose “I DO NOT CONFIRM” below.

Certifications

“We are a “qualified institutional buyer” (a “QIB”) as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). Further, if we are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a QIB, (b) we have investment discretion with respect to each account, and (c) we have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.”

IMPORTANT INFORMATION

The following materials are not directed at or to be accessed by persons located in the United States (except for “qualified institutional buyers” within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”)), Canada, Australia or Japan or any jurisdictions in which the distribution or release would be unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan or in any other jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation.

The shares mentioned herein have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of the shares in the United States.

For users located in the United Kingdom

In the United Kingdom the following materials are 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) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order, 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”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on the materials or any of their contents.

For users located within the European Economic Area (other than Germany)

You are located or resident in a member state of the European Economic Area (“EEA”) and are a “qualified investor” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended. Further, if you are acting as a fiduciary or agent for one or more investor accounts, (a) each such account is a qualified investor, (b) you have investment discretion with respect to each account, and (c) you have full power and authority to make the representations, warranties, agreements and acknowledgements herein on behalf of each such account.

Viewing the materials you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials. Any person who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.

If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Basis of access

Access to electronic versions of these materials is being made available on this webpage by Gabler Group AG (the “Company”) in good faith and for information purposes only. Making press announcements and other documents available in electronic format on this webpage does not constitute an offer to sell or the solicitation of an offer to buy shares in the Company. Furthermore, it does not constitute a recommendation by the Company or any other party to buy or sell shares in the Company.

You agree that the materials you receive are for your own use and that you will not distribute the materials to any other person.

To the extent that any materials on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Company and are based on current plans, estimates and forecasts that the Company has made to the best of its knowledge, but which may not be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

Confirmation of understanding and acceptance of disclaimer

By clicking on the “I CONFIRM” button, I certify that:

  • I am not located in the United States (unless I am a “qualified institutional buyer,” as defined above), Canada, Australia or Japan or any jurisdictions in which the distribution or release would be unlawful;
  • if I am located in the United Kingdom, I am a “relevant person” (as defined above); and
  • if I am located in the European Economic Area (other than Germany), I am a “qualified investor” (as defined above).

I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. By clicking on the “I CONFIRM” button, I confirm that I am permitted to proceed to electronic versions of these materials.

Due to applicable legal restrictions, electronic versions of these materials are not accessible by persons located in the jurisdictions you have indicated.

Click here to return to the homepage.

IPO Website

Welcome to the IPO website of Gabler Group AG. On the following pages, we will inform you continuously about all relevant developments within the scope of the planned IPO of Gabler Group AG.

Basic information

  • First day of trading

    Planned for 9 March 2026

  • Offer period

    The offer period will start on 25 February 2026 and is expected to end on 4 March 2026 at 12.00 CET for retail investors and 16.00 CET for institutional investors.

    Retail investors are expected to be able to submit purchase orders for the public offering in Germany via the DirectPlace® subscription function of the Frankfurt Stock Exchange from 27 February 2026.

  • Price range

    EUR 37.00 to EUR 47.00 per share

  • Issue proceeds for Gabler Group AG

    Gabler Group targets net proceeds of approximately EUR 41 million from the capital increase at midpoint of price range.

  • Offer terms and conditions

    The offer consists of 3,018,750 ordinary bearer shares without nominal value (no-par-value shares) and has the following components:

    • Up to 1,050,000 new shares from a capital increase against contributions in cash
    • Up to 1,575,000 existing shares from the holdings of Possehl Mittelstandsbeteiligungen GmbH (“Selling Shareholder”)
    • Up to 393,750 existing shares from the holdings of the Selling Shareholder in connection with a possible over-allotment
  • Type of Offer

    • Public offer in Germany
    • Private placements in certain jurisdictions outside the United States of America in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933
    • Private placements in the United States of America to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933
  • Stock Exchange

    Scale of the Frankfurt Stock Exchange – an EU registered SME Growth Market

  • ISIN

    DE000A421RZ9

  • Ticker symbol

    XK4

  • Underwriters

    Cantor Fitzgerald Ireland Limited as Sole Global Coordinator and Joint Bookrunner.

    B. Metzler seel. Sohn & Co. Aktiengesellschaft as Joint Bookrunner.

  • Duration of Lock-up Period

    Twelve months after the first day of trading for the Company and the existing shareholder, subject to customary exceptions of which the last six months may be waived by the Sole Global Coordinator subject to prevailing market conditions.

FAQ

Here you will find frequently asked questions and corresponding answers regarding the planned IPO of Gabler Group AG.

What does Gabler Group do?

On which stock exchange will the shares of Gabler Group be listed?

When will be the first day of trading?

Which share type will be offered?

In which currency is the offer price determined?

What is the offer price?

Which target group is the IPO aimed at – institutional or private investors, German or international investors?

When can I subscribe for Gabler Group AG shares?

Where can I subscribe to the shares of Gabler Group AG?

Will there be a lock-up period for existing shareholders and the Company?

How can I get information about the shares of Gabler Group AG?

Investor Relations Newsletter

Stay informed about key developments relating to the planned initial public offering of Gabler Group AG.

Get in touch

Gabler Group and you. Oceans of opportunity. Partner with us to develop and deliver breakthrough subsea technologies or launch your career with our industry-leading portfolio companies and help solve some of the planet’s most important challenges. Get in touch today and let's start a conversation.

info@gablergroup.com +49 (0)451 3109 0

Gabler Group AG
Niels-Bohr-Ring 5a. D-23568 Lübeck, Germany