February 24, 2026
Huddly AS – Private placement successfully placed
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN CANADA, JAPAN, AUSTRALIA OR THE UNITED STATES, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.
Oslo, 25 February 2026: Reference is made to the stock exchange announcement by Huddly AS ("Huddly" or the "Company", ticker: HDLY) on 24 February 2026, regarding a contemplated private placement of NOK 55 – 75 million (the "Offer Size"), equivalent to minimum 2,750,000 and maximum 3,750,000 new shares (the "Offer Shares") offered by the Company with a fixed price per Offer Share of NOK 20.00 (the "Offer Price" and the "Private Placement").
The Company is pleased to announce that the Private Placement has been successfully placed, allocating 3,750,000 Offer Shares at the Offer Price, raising gross proceeds to the Company of NOK 75 million.
The Company retained Pareto Securities AS as sole manager and bookrunner (the "Manager") to assist with the Private Placement.
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.
The Company’s board of directors (the “Board") has today resolved to conditionally allocate the Offer Shares, pending an extraordinary general meeting in the Company, to be held on or about 11 March 2026 (the "EGM"), to approve the share capital increase pertaining to the Private Placement. The Board has furthermore resolved to propose that the EGM grants the Board an authorisation to issue new shares in a potential Subsequent Offering (as defined below). The notice to the EGM will be attached to a separate stock exchange announcement to be published by the Company on 25 February 2026.
Notice of conditional allocation and payment instructions to the applicants in the Private Placement will be communicated by the Manager on or about 25 February 2026 before 09:00 CET. The allocated Offer Shares will be delivered to the investor's VPS account on a delivery-versus-payment ("DVP") basis on or about 13 March 2026, subject to fulfilment of the Conditions (as set out below). The DVP settlement structure is facilitated through the delivery of existing and unencumbered shares in the Company, already admitted to trading on Euronext Growth Oslo, pursuant to a share lending agreement (the “Share Lending Agreement”) between the Company, the Manager, Sonstad AS and Kolberg Motors AS. 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.
Completion of the Private Placement is still subject to (i) the EGM in the Company resolving to approve the capital increase pertaining to the Private Placement and the issuance of the Offer Shares, and (ii) the Share Lending Agreement remaining in full force and effect (jointly referred to as the “Conditions”).
Following (and subject to) the issuance and registration with the Norwegian Register of Business Enterprises of the new shares in the Private Placement (but prior to the Subsequent Offering), the Company will have a share capital of NOK 1,941,528,06 divided into 31,064,449 shares.
Subscription by primary insiders and employees of the Company and lock-up
The following primary insiders of the Company (or persons closely associated with them) have been allocated Offer Shares for a total of approx. NOK 26.5 million (approx. 35.1 % of the Private Placement) at the Offer Price 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;
- 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 (Co-Founder and CPO) NOK 100,000; and
- Knut Helge Teppan (CDO) NOK 40,000.
As a result of (i) the selling restrictions applicable to the offering as further described in the section “Important Notice” below, and (ii) the requirement for delivery of the Offer Shares to a VPS account, no Offer Shares were allocated to Bo Pintea (EVP Business Development), as announced in the stock exchange release relating to the launch of the Private Placement earlier today. Any allocation to Pintea may be considered in connection with the Subsequent Offering (as defined below).
The Company, members of the Company’s management and Board have furthermore all agreed to a 6 month lock-up in connection with the Private Placement.
Potential Subsequent Offering and equal treatment considerations
Completion of the Private Placement entails a deviation from the preferential rights of the existing shareholders. When resolving to conduct the Private Placement, the Board considered this deviation in light of the equal treatment obligations set out in the Norwegian Private Limited Liability Companies Act. By structuring the Private Placement as a private placement with a Subsequent Offering, the Company was able to raise capital swiftly and efficiently in a volatile capital market, with significantly reduced completion risk compared to a rights issue and with a lower discount to the current trading price of the shares than a rights issue. A rights issue would furthermore be more costly and more time-consuming than the Private Placement, among other things due to the requirement to prepare and register a national prospectus, which, given the Company's current financial situation, is not desired prior to the Company having secured funds in the Private Placement. The Company also requires capital to bridge its needs until it is cash flow positive and it increases the Company’s chances of securing sufficient new capital that it can approach also new investors. On this basis,and an assessment of the current equity markets, the Board is of the opinion that there are sufficient grounds to deviate from the preferential rights of the existing shareholders and that the Private Placement is compliant with the equal treatment obligations.
To limit the dilutive effects for the existing shareholders not participating in the Private Placement, the Board has resolved to propose that the EGM authorises the Board to resolve a share capital increase in connection with a potential subsequent offering of up to 550,000 new shares in the Company equal to NOK 11 million (the "Subsequent Offering"). The Subsequent Offering will be directed towards existing shareholders in the Company as of 24 February 2026 (as registered in the VPS two trading days thereafter i.e. on 26 February 2026, 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 (the “Eligible Shareholders”).The subscription price in the Subsequent Offering will be equal to the Offer Price in the Private Placement. The Eligible Shareholders will receive non-transferable subscription rights in the Subsequent Offering. Oversubscription with subscriptions rights will be allowed. No subscription without subscription rights will be allowed.
The Subsequent Offering is subject to (i) completion of the Private Placement; (ii) approval by the EGM to authorise the Board to issue new shares in the Subsequent Offering and the Board resolving a share capital increase to issue new shares in the Subsequent Offering; (iii) the prevailing market price and trading volume of the Company's shares following the Private Placement. The Board may decide that the Subsequent Offering will not be carried out if the Company's shares trade at or below the subscription price in the Subsequent Offering (i.e. the Offer Price) at sufficient volumes. The Company will publish a prospectus if and to the extent required pursuant to Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the Prospectus Regulation), as implemented in Norway in accordance with the Norwegian Securities Trading Act.
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, +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 25 February 2026, at 00:05 hours 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 into whose possession this announcement or such other information should come 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.
In the United Kingdom, this communication is only being distributed to and is only directed at persons 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.