NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, HONG KONG, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 24 February 2026: Huddly AS (“Huddly” or the “Company”, ticker: HDLY) hereby announces a contemplated private placement of approx. NOK 55-75 million (the “Offer Size”), equivalent to 2,750,000- 3,750,000 new shares (the “Offer Shares”) offered by the Company (the “Private Placement”). Reference is also made to the separate stock exchange announcement published by the Company earlier today regarding the Company’s fourth-quarter 2025 results.
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The Company has engaged Pareto Securities AS as sole manager and bookrunner (the “Manager”) in connection with the Private Placement.
The price per Offer Share in the Private Placement is fixed at NOK 20.00 (the “Offer Price”).
The net proceeds from the Private Placement to the Company will be used to (i) repay NOK 30.75 million of a loan from certain current and former shareholders due 9 June 2026 (the maturity for the remaining portion has been extended by 12 months) and (ii) bridge the deficit until cash flow positive (which is expected to occur during H2 2026) including continued investments in R&D for roll-out and improvement of new products, onboarding of new strategic partners, expansion of channel sales and general working capital requirements to support growth.
Application period
The application period for the Private Placement commences today, on 24 February 2026, at 16:30 (CET) and ends tomorrow, 25 February 2026, at 08:00 (CET) (the “Application Period”). The Company, together with the Manager, may, at their own discretion, close or extend the Application Period at any time and for any reason and on short or without notice. If the Application Period is shortened or extended, the other dates referred to herein may be amended accordingly.
Indications
The following members of the Company’s management and board of directors (the “Board”) have indicated subscribe for in aggregate approx. NOK 26.5 million in the Private Placement:
- Jon Øyvind Eriksen (Chair) NOK 10,000,000;
- Kristian Kolberg (board member) NOK 15,000,000;
- Jostein Devold (board member) NOK 300,000;
- Håvard Pedersen Alstad (EVP Engineering) NOK 250,000;
- Bo Pintea (EVP Business Development) NOK 200,000;
- Bente Sollid (board member) NOK 200,000;
- Ingrid Vinje (EVP People) NOK 150,000;
- Rósa Stensen (CEO) NOK 100,000;
- Abhijit Saha Banik (CFO) NOK 100,000;
- Anika Jovik (board member) NOK 100,000;
- Stein Ove Eriksen (CPO) NOK 100,000; and
- Knut Helge Teppan (CDO) NOK 40,000.
Certain other existing shareholders in the Company, each holding 0.75% or more of the current shares outstanding in the Company, have collectively indicated that they will subscribe for more than NOK 28.5 million in the Private Placement.
Selling restrictions
The Private Placement will be offered to investors subject to applicable exemptions from relevant prospectus requirements in accordance with Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and is directed towards investors subject to available exemptions from relevant registration requirements, (i) outside the United States in reliance on Regulation S under the US Securities Act of 1933 (the “US Securities Act”) and (ii) in the United States to “qualified institutional buyers” (QIBs) as defined in Rule 144A under the US Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934.
The minimum subscription and allocation amount in the Private Placement will be a number of Offer Shares corresponding to the NOK equivalent of EUR 100,000. The Company may offer and allocate amounts below the NOK equivalent of EUR 100,000 in the Private Placement to the extent exemptions from prospectus requirements, in accordance with applicable regulations, including the Norwegian Securities Trading Act and the Prospectus Regulation, are available.
Allocation
Conditional allocation of Offer Shares will be made at the sole discretion of the Board (in consultation with the Manager). The Board will focus on criteria such as (but not limited to) indications from the pre-sounding phase of the Private Placement, existing ownership in the Company, timeliness of order, relative order size, sector knowledge, perceived investor quality and investment horizon. The Company reserves the right, at its sole discretion, to reject and/or reduce any orders, in whole or in part. Allocation of Offer Shares totalling a lower amount than applied for does not affect the Applicant’s obligation to subscribe and pay for the Offer Shares allotted.
Notification of conditional allocation and payment instructions is expected to be sent by the Manager on or about 25 February 2026 before 09:00 CET.
Conditions for completion
Completion of the Private Placement is subject to: (i) the Board resolving to consummate the Private Placement and conditionally allocate the Offer Shares, (ii) an extraordinary general meeting (the “EGM”) in the Company resolving to approve the capital increase pertaining to the Private Placement and the issuance of the Offer Shares, and (iii) the Share Lending Agreement (as defined below) remaining in full force and effect (jointly referred to as the “Conditions”).
The EGM for approval of the Private Placement and the issuance of the allocated Offer Shares is expected to be held on 11 March 2026.
The Private Placement will be cancelled if the Conditions are not fulfilled. The Company reserves the right to cancel the Private Placement at any time and for any reason prior to the notification of conditional allocation. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled irrespective of the reason for such cancellation.
Settlement
The date for settlement of the Private Placement is expected to be on or about 13 March 2026. The settlement date for the Private Placement is subject to delivery to the Manager of Borrowed Shares (as defined below) under a share lending agreement entered into between the Company, the Manager, Sonstad AS and Kolberg Motors AS (the “Share Lending Agreement”). The Offer Shares will thus become tradable on Euronext Growth Oslo immediately after approval of the Private Placement and issuance of the Offer Shares by the EGM, expected on or about 11 March 2026.
The allocated Offer Shares will be delivered to the investor’s VPS account on a delivery-versus-payment (“DVP”) basis. The DVP settlement for the Private Placement will be facilitated pursuant to the Share Lending Agreement with existing and unencumbered shares in the Company that are already admitted to trading on Euronext Growth Oslo. Pursuant to the Share Lending Agreement, the Manager will borrow up to a number of shares equal to the number of Offer Shares allocated in the Private Placement (the “Borrowed Shares”) to facilitate settlement on DVP basis to investors in the Private Placement. The share lending will be settled with new shares in the Company to be issued by the EGM.
Lock-ups
The Company and members of the Company’s management and Board have all agreed to a 6-month lock-up in connection with the transaction.
Voting undertaking
Existing shareholders in the Company which are allocated Offer Shares in the Private Placement will irrevocably undertake by the entering into of this Application Form to vote on behalf of all its shares in the Company in favor of, or give a voting proxy to be used in favor of, all of the Board’s proposed resolutions relating to the Private Placement and the Subsequent Repair Offering at the EGM. This undertaking applies to all shares in the Company held or controlled (directly or indirectly) by the Applicant as of the record date for the EGM.
Equal treatment considerations – potential subsequent repair offering
The Board has considered the Private Placement in light of the equal treatment obligations set out in the Norwegian Private Limited Liability Companies Act, Euronext Growth Oslo Rule Book – Part II and Oslo Stock Exchange’s guidelines on equal treatment of shareholders, and the Board is of the opinion that the waiver of the preferential rights inherent in the Private Placement, taking into consideration the Company’s current financial situation and the time, costs and risk of alternative methods of securing the desired funding, is in the joint interest of the Company and its shareholders.
The Company may, subject to completion of the Private Placement, approval by the EGM, and certain other conditions, resolve to carry out a subsequent repair offering of new shares (the “Subsequent Offering”) at the Offer Price which, subject to applicable securities law, will be directed towards existing shareholders in the Company as of 24 February 2026 (as registered in the VPS two trading days thereafter), who (i) were not included in the pre-sounding phase of the Private Placement, (ii) were not allocated Offer Shares in the Private Placement, and (iii) are not resident in a jurisdiction where such offering would be unlawful or would (in jurisdictions other than Norway) require any prospectus, filing, registration or similar.
Advisors
Pareto Securities AS is acting as sole manager and bookrunner in connection with the Private Placement.
Advokatfirmaet Simonsen Vogt Wiig AS is acting as legal counsel to the Company.
Contacts
For more information, please contact:
Jon Øyvind Eriksen, chair of the board of directors, +47 93 06 03 30, admin@sonstad.no
Abhijit Saha Banik, CFO, +47 40 83 09 64, abi.banik@huddly.com
Disclosure
This information is considered to be inside information pursuant to the EU Market Abuse Regulation (“MAR”) and is subject to the disclosure requirements pursuant to MAR article 17, Euronext Growth Oslo Rule Book – Part II, section 3.9 and section 5-12 of the Norwegian Securities Trading Act. This stock exchange announcement was published by Abhijit Saha Banik, CFO of the Company, on 24 February 2026, at 16:44 CET.
About Huddly AS
Disruptive innovation is our heartbeat at Huddly. We’re committed to pushing technology and challenging the status quo in to empower human collaboration. Combining our industry-leading expertise in artificial intelligence, software, hardware, and UX, we craft intelligent camera systems that enable inclusive and productive teamwork. Huddly cameras are designed to provide high-quality, AI-powered video meetings on major platforms, including Microsoft Teams, Zoom, and Google Meet. With upgradable software, durable hardware, and engaging user experiences, they are the ideal choice for organizations seeking a future-proof, scalable, and sustainable solution. Founded in 2013, Huddly is headquartered in Oslo, Norway, with presence in the US and EMEA and distribution globally.
Important notice
This announcement is not, and does not form a part of, any offer to sell, or a solicitation of an offer to purchase, any securities of the Company. The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Copies of this announcement are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures. Persons who come into possession of this announcement or such other information are required to inform themselves about and to observe any such restrictions.
The securities referred to in this announcement have not been and will not be registered under the Securities Act, and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering or their securities in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned in this announcement will be made solely to QIBs as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the US Securities Act, as well as to “major U.S. institutional investors” as defined in Rule 15a-6 under the United States Exchange Act of 1934.
In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that EEA Member State within the meaning of the Prospectus Regulation, i.e., only to investors who can receive the offer without an approved prospectus in such EEA Member State. The expression “Prospectus Regulation” means Regulation 2017/1129 as amended together with any applicable implementing measures in any EEA Member State.
This communication is only being distributed to and is only directed at persons in the United Kingdom 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 for 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.
Matters discussed in this announcement may constitute forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as “believe”, “expect”, “anticipate”, “strategy”, “intends”, “estimate”, “will”, “may”, “continue”, “should” and similar expressions. The forward-looking statements in this release are based upon various assumptions, many of which are based, in turn, upon further assumptions. Although the Company believes that these assumptions were reasonable when made, the assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond the Company’s control.
Actual events may differ significantly from any anticipated development due to a number of factors, including without limitation, changes in investment levels and need for the Company’s services, changes in the general economic, political and market conditions in the markets in which the Company operates, the Company’s ability to attract, retain and motivate qualified personnel, changes in the Company’s ability to engage in commercially acceptable acquisitions and strategic investments, and changes in laws and regulation and the potential impact of legal proceedings and actions. Such risks, uncertainties, contingencies and other important factors could cause actual events to differ materially from the expectations expressed or implied in this release by forward-looking statements. The Company does not provide any guarantees 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. You should not place undue reliance on any forward-looking statements in this announcement.
The information, opinions and forward-looking statements contained in this announcement speak only as at its date, and are subject to change without notice. The Company does not undertake any obligation to review, update, confirm, or to release publicly any revisions to any forward-looking statements to reflect events that occur or circumstances that arise in relation to the content of this announcement. Neither the Manager nor any of its affiliates make any representation as to the accuracy or completeness of this announcement and none of them accept any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities in the Company. Neither the Manager nor any of its affiliates accept any liability arising from the use of this announcement.
This announcement is an advertisement and is not a prospectus for the purposes of the Prospectus Regulation as amended together with any applicable implementing measures in any EEA Member State, and repealing Directive 2003/71/EC (as amended) as implemented in any Member State.
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