Nordtech publishes prospectus and announces price for its initial public offering and listing of its ordinary shares on Nasdaq Stockholm

The Offering in brief

• The final price in the Offering is set to SEK 60 per ordinary share (the “Offering Price”), equivalent to a valuation of approximately SEK 3.0 billion (representing the total market value of all ordinary shares in the Company after the IPO, assuming that the Offering is fully subscribed).
• Assuming that the Offering is fully subscribed and that the over-allotment option described below is exercised in full, and based on the Offer Price, the total value of the Offering will amount to approximately SEK 969 million.
• Tredje AP-fonden, SEB Asset Management AB, Swedbank Robur, Funds managed by Protean Funds Scandinavia AB and Kramerica Industries AB (fully owned by Caspar Callerström) have, subject to certain conditions, undertaken to acquire ordinary shares in the Offering corresponding to a total of SEK 480 million.
• The Offering comprises up to 14,041,273 ordinary shares, corresponding to approximately 28.0 percent of the total number of ordinary shares and votes in Nordtech after completion of the Offering, of which up to 6,666,666 ordinary shares are newly issued ordinary shares in Nordtech and up to 7,374,607 ordinary shares are existing ordinary shares offered by Karl-Johan Persson (Tuesday Invest AB), Fredrik Österberg and Jens von Bahr (Österbahr Ventures AB), Anna and Nicklas Storåkers (Yanno Capital AB), Martin Randel (Öregård AB), Peter Dahlberg (Hållbar AB) and certain other shareholders[1], including founders Nils Bergman and Pål Hodann, as well as other members of the Board of Directors and Group Management (the "Selling Shareholders").
• The issue of new ordinary shares is expected to provide Nordtech with proceeds of approximately SEK 400 million before deduction of transaction costs of approximately SEK 58 million. The net proceeds from the new share issue will be used primarily to refinance existing credit facilities, which will provide the Company with strategic flexibility for future acquisitions or other investments made as part of Nordtech's growth strategy. The Company will not receive any proceeds from the sale of existing ordinary shares by the Selling Shareholders.
• To cover any over-allotment in connection with the Offering, Karl-Johan Persson (Tuesday Invest AB), Fredrik Österberg and Jens von Bahr (Österbahr Ventures AB), Anna and Nicklas Storåkers (Yanno Capital AB), Martin Randel (Öregård AB) and NTG Förvaltning Stockholm AB (currently the largest shareholder and primarily owned by Nordtech’s founders Nils Bergman and Pål Hodann), have provided the Joint Global Coordinators (as defined below) with an option entitling the Joint Global Coordinators to, not later than 30 days from the first day of trading in the Company’s ordinary shares on Nasdaq Stockholm, request that a maximum of 2,106,190 additional existing ordinary shares are to be sold, corresponding to a maximum of 15 percent of the total number of ordinary shares in the Offering (the “Over-allotment Option”), at a price corresponding to the Offering Price. The Over-allotment Option may only be exercised in order to cover any over-allotment in the Offering. Provided that the Over-allotment Option is fully exercised, the Offering will comprise 16,147,463 ordinary shares, corresponding to approximately 32.2 percent of the ordinary shares and votes in the Company after completion of the Offering.
• In connection with the IPO, members of the Board of Directors, members of the Group Management and other shareholders will commit, subject to certain exceptions, not to sell their respective holdings for a certain period after the IPO (so called lock-up period). The lock-up period will be 360 days for the members of the Board of Directors and Group Management, and 180 days for other shareholders. In addition, the Company will undertake not to issue any new shares for a period of 180 days following the IPO, subject to customary exceptions, without the prior written consent of the Joint Global Coordinators (as defined below).
• The ordinary shares will be offered to the general public in Sweden and Finland and to institutional investors in Sweden and abroad.
• The application period for the general public in Sweden and Finland is expected to be 4 – 9 June 2026.
• The application period for institutional investors is expected to be 4 – 9 June 2026.
• The first day of trading on Nasdaq Stockholm is expected to be 10 June 2026 and the ordinary shares will trade under the trading symbol (ticker) “NTECH".
• A prospectus (in English, with a prospectus summary in both English and Swedish), containing the complete terms and conditions for the Offering, has today been published on Nordtech's website (www.nordtechgroup.com), DNB Carnegie's website (www.dnbcarnegie.se), via Nordea’s website (www.nordea.se/prospekt), Montrose’s website (www.montrose.io) and Avanza’s website (www.avanza.se).

Nils Bergman, CEO and co-founder of Nordtech, comments:

“Today marks an important milestone for Nordtech, and we are excited to take this next step towards becoming a publicly listed company and welcoming new shareholders. The IPO will further strengthen our position as a home for leading Nordic vertical B2B software companies and support our continued growth ambitions. As founders, we remain firmly committed and retain the majority of our holdings in Nordtech with a long-term perspective. I am grateful for the strong support and commitment shown by our well-renowned and long-term cornerstone investors, and I am excited to continue Nordtech’s journey together with our colleagues, customers, partners, and shareholders.”

Background and reasons for the Offering

With a demonstrated track record of profitable growth, NTG Förvaltning Stockholm AB (“NTG”), together with the Board of Directors and the Group Management team of the Company, consider the IPO to be a natural and important next step in Nordtech’s continued development. The IPO will enable the Company to expand its shareholder base and is expected to further increase awareness and strengthen the relationship with customers, partners, employees, investors and other key stakeholders both in Sweden and internationally.

About Nordtech

Nordtech acquires and accelerates already leading niche vertical B2B software companies with a strong set of characteristics across the Nordics. The diversified portfolio of group companies is characterised by mission-critical B2B software deeply embedded in customers’ operations, attractive and resilient niche markets, leading market positions, proven track record of organic growth, recurring revenue and strong cash flow generation. Nordtech is characterized by proactive AI adoption across its portfolio, and AI is deployed systematically to enhance customer value, productivity and competitiveness – with over 60 percent of the group’s companies already delivering AI-driven functionality in production. Nordtech was established in 2021, but several of its companies have been active within their respective verticals for over 20 years, resulting in long-standing customer relationships and deep sector expertise. Since its founding, Nordtech has completed 23 acquisitions, comprising 19 platform acquisitions and four add-on acquisitions, forming its current group of companies across the Business Platforms, Operational Solutions and Public Infrastructure segments.

Nordtech’s operating model combines active ownership with decentralised operations, granting group companies autonomy over their day-to-day activities while implementing Nordtech’s acceleration playbook to improve already strong businesses. In parallel, predictable cash flow generation from the group companies enables continuous value accretive acquisitions at a maintained pace.

Since its establishment, Nordtech has raised approximately SEK one billion from renowned investors such as Caspar Callerström (Bubble Boy AB), Karl-Johan Persson (Tuesday Invest AB), Aktiebolag Grenspecialisten, Österbahr Ventures AB and Yanno Capital AB, with NTG, primarily owned by Nordtech’s founders Nils Bergman and Pål Hodann, being the largest shareholder.

During the twelve-month period ended 31 March 2026, Nordtech’s net sales amounted to SEK 639 million, of which recurring revenue accounted for 87 percent. Over the same period, adjusted EBITA amounted to SEK 182 million, corresponding to an adjusted EBITA margin of 29 percent. During the same period, the Company has completed five acquisitions, which were consolidated during parts of the period. The illustrative incremental effect from these acquisitions amounted to approximately SEK 86 million in net sales and approximately SEK 14 million in adjusted EBITA for the twelve-month period ended 31 March 2026.

Preliminary timetable

Prospectus and application

The Company has prepared a prospectus (in English, with a prospectus summary in both English and Swedish) in connection with the Offering and the IPO. The prospectus contains the full terms and instructions of the Offering and is available on Nordtech's website (www.nordtechgroup.com), DNB Carnegie's website (www.dnbcarnegie.se), via Nordea’s website (www.nordea.se/prospekt), Montrose’s website (www.montrose.io) and Avanza’s website (www.avanza.se).

The prospectus has been prepared in accordance with the Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has been approved by the Swedish Financial Supervisory Authority as competent authority in accordance with the Prospectus Regulation. The Swedish Financial Supervisory Authority only approves the prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval shall not be considered as an endorsement of the Company, nor should it be considered as an endorsement of the quality of the securities that are the subject of the prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

Stabilisation

In connection with the Offering, DNB Carnegie will act as stabilisation manager (the “Stabilisation Manager”) and may, to the extent permitted in accordance with Swedish law, carry out transactions aimed to stabilise, maintain, or in other ways support the market price of the Company’s ordinary shares, for up to 30 days from the commencement of trading in the Company’s ordinary shares on Nasdaq Stockholm. The Stabilisation Manager may over-allot ordinary shares or effect transactions in order to maintain the market price of ordinary shares at levels above those that might otherwise prevail in the open market.

The Stabilisation Manager is, however, not required to carry out such transactions and there is no assurance that such activities will be undertaken. Such transactions may be effected on any securities market, including Nasdaq Stockholm, over-the-counter market or otherwise.

Stabilisation transactions, if conducted, may be discontinued at any time without prior notice but must be ended no later than by the end of the abovementioned 30-day period.

In no event will transactions be effected at levels above the Offering Price. No later than by the end of the seventh trading day after stabilisation transactions have been undertaken, it shall be made public that stabilising measures have been performed in accordance with article 5(4) in EU’s Market Abuse Regulation 596/2014. Within one week of the end of the stabilisation period, the Stabilisation Manager will make public whether or not stabilisation measures were undertaken, the date at which stabilisation started, the date at which stabilisation last occurred as well as the price range within which stabilisation was carried out for each of the dates during which stabilisation transactions were carried out. Except as required by law or regulation, the Stabilisation Manager will not disclose the extent of any stabilisation and/or over-allotment transaction carried out in relation to the Offering.

Advisors

DNB Carnegie Investment Bank AB (publ) and Nordea Bank Abp, filial i Sverige, are acting as Joint Global Coordinators and Joint Bookrunners in the IPO (together, the “Joint Global Coordinators”). White & Case is acting as legal advisor to the Company and NTG. Cederquist is acting as legal advisor to the Joint Global Coordinators. Annika Sigfrid is an independent advisor to the Company, the Company’s Board of Directors and shareholders.

For further information, please contact:

Per Asplund, CFO and Deputy CEO
E-mail: [email protected]

The information was submitted for publication, through the agency of the contact persons set out above, on June 3, 2026, 12:00 CEST.

Important information

This announcement is not an offer to sell or a solicitation of any offer to buy any securities issued by Stockholm Nordtech Group AB (the “Company”) in any jurisdiction where such offer or sale would be unlawful.

Any offering of the securities referred to in this announcement will be made by means of a prospectus. This announcement is not a prospectus for the purposes 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 (together with any related implementing and delegated regulations, the “Prospectus Regulation”). Investors should not invest in any securities referred to in this announcement except on the basis of information contained in the aforementioned prospectus.

In any EEA Member State other than Sweden, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This document and the information contained herein are not for distribution in or into the United States of America. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. Any securities referred to herein have not been and will not be registered under the U.S. Securities Act, as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States.

In the United Kingdom, this document and any other materials in relation to the securities described herein are only being distributed to, and are only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, “qualified investors” within the meaning of paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (“POATR”) and that are (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 entities, and other persons to whom this announcement may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.

Forward-looking statements

Matters discussed in this announcement contain statements that are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements that include matters that are not historical facts or that may not otherwise be provable by reference to past events and may be identified by words such as “believe”, “expect”, “estimate”, “will”, “should ”, “could”, “aim”, “anticipate”, “intend” , “may”, “plan”, or, in each case, their negative, or other variations or comparable terminology, or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. The forward-looking statements in this announcement are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurances that they will materialize or prove to be correct. Because these forward-looking statements are based on assumptions or estimates and are subject to risks and uncertainties, the actual results or outcome could differ materially from those set out in the forward-looking statements as a result of many factors. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors nor does it accept any responsibility for the future accuracy of the opinions expressed in this announcement or any obligation to update or revise the statements in this announcement to reflect subsequent events or circumstances. Readers are advised to view the forward-looking statements contained in this announcement with caution. The forward-looking statements contained in this announcement are based on the views and assumptions of the Company’s management and the facts known by the Company’s management as at the date of the announcement and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm or release publicly any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement.

Please note that an investment in the Company is subject to regulation in accordance with the Swedish Foreign Direct Investment Screening Act (2023:560) (Sw. lag (2023:560) om granskning av utländska direktinvesteringar), which requires investors, under certain conditions, to notify and obtain approval from the Inspectorate of Strategic Products (Sw. Inspektionen för strategiska produkter). Investors should make their own assessment of whether a notification requirement applies prior to making any investment decision regarding the securities referred to in the prospectus.

Information to distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, DNB Carnegie and Nordea will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

[1] Such shareholders will in immediate connection with the Offering sell shares to NTG Förvaltning Stockholm AB, currently the largest shareholder and primarily owned by Nordtech’s founders Nils Bergman and Pål Hodann, which will be party to the placing agreement for the Offering and sell shares in the Offering. These shareholders will for this purpose enter into so-called back-to-back placing agreements with respect to NTG Förvaltning Stockholm AB’s sale of shares in the Offering. On or around 9 June 2026, NTG Förvaltning Stockholm AB will carry out a distribution in kind of all its shares in the Company to its shareholders, and will therefore be dissolved following the IPO.