Octave Intelligence plc

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the Distribution (as defined below), the Articles and Memorandum of Association of Octave Intelligence plc (the “Company” or “Octave”) have been amended and restated. A summary of the material provisions of the Articles and Memorandum of Association can be found in the section entitled “Description of our Share Capital” in the Information Statement (as defined below). This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles and Memorandum of Association, which are filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events. The Company previously filed with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form 10, initially filed with the SEC on February 11, 2026 (as amended, the “Registration Statement”), relating to the distribution by Hexagon AB (“Hexagon”) to holders of its Class A Shares and Class B Shares (together, “Hexagon Shares”) of all of the issued share capital of the Company, consisting of Class A Ordinary Shares and Class B Ordinary Shares (together, “Octave Shares”) (the “Distribution”). On May 12, 2026, the Registration Statement was declared effective by the SEC. The Registration Statement includes a preliminary information statement that describes the Distribution and provides important information regarding the Company’s business and management. The final information statement, dated May 12, 2026 (the “Information Statement”), is attached hereto as Exhibit 99.1. As further described in the Information Statement, subject to the satisfaction or waiver of certain conditions, the Distribution is expected to be completed at 1:30 p.m., Stockholm time, on May 22, 2026 (the “Distribution Date”). Octave Shares will be distributed to holders of record of Hexagon Shares as of May 22, 2026, which will be the record date for the Distribution. As a result of the Distribution, on the Distribution Date, each holder of Hexagon Shares will receive one (1) Octave Class A Ordinary Share for every ten (10) Hexagon Class A Shares and one (1) Octave Class B Ordinary Share for every ten (10) Hexagon Class B Shares in each case held on the record date. The Octave Shares will be delivered to holders of record, other than holders of Octave Class A Ordinary Shares and affiliates of Hexagon, in the form of Swedish Depository Receipts each representing one (1) Octave Class B Ordinary Share (“Octave SDRs”). The Company has also prepared a prospectus regarding the admission to trading on Nasdaq Stockholm AB (“Nasdaq Stockholm”) of the Octave SDRs. The prospectus has been approved and registered by the Swedish Financial Supervisory Authority. The first day of “when-issued” trading in Octave Class B Ordinary Shares on the Nasdaq Stock Market in New York (“Nasdaq New York”) is expected to be May 21, 2026. The first day of “regular-way” trading in Octave SDRs on Nasdaq Stockholm is expected to be May 25, 2026, and delivery of Octave SDRs is expected to occur on May 26, 2026. The first day of “regular-way” trading in Octave Class B Ordinary Shares on Nasdaq New York is expected to be May 28, 2026.