[Form 3] Codere Online Luxembourg, S.A. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Codere Online Luxembourg, S.A. executive Shemesh Matan, Chief of Growth and Strategy, filed an initial statement of beneficial ownership. He reports 17,515 ordinary shares, including 4,581 underlying restricted share units vesting on December 31, 2026, plus several option grants over ordinary shares at exercise prices from 8.03 to 10.00 with expirations between 2027 and 2036.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Shemesh Matan

(Last) (First) (Middle)

7 RUE ROBERT STUMPER

(Street)

LUXEMBOURG L-2557

(City) (State) (Zip)

LUXEMBOURG

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
Codere Online Luxembourg, S.A. [ CDRO ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief of Growth and Strategy

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares	17,515(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Ordinary Share Option (right to buy)	(2)	12/31/2027	Ordinary Shares	44,695	$10	D
Ordinary Share Option (right to buy)	(3)	01/01/2034	Ordinary Shares	37,000	$8.49	D
Ordinary Share Option (right to buy)	(4)	01/01/2035	Ordinary Shares	30,000	$8.49	D
Ordinary Share Option (right to buy)	(5)	01/01/2036	Ordinary Shares	35,000	$8.03	D

Explanation of Responses:

1. Includes 4,581 ordinary shares underlying restricted share units that will vest on December 31, 2026.

2. Represents options granted under the Company's prior long-term incentive plan, of which 35,756 have vested. The remaining 8,939 unvested options vest on December 31, 2026.

3. Represents options granted under the Company's long-term incentive plan ("LTIP"), of which 18,500 have vested. The remaining 18,500 unvested options vest in two equal annual installments on December 31, 2027 and December 31, 2028.

4. Represents options granted under the LTIP, of which 7,500 have vested. The remaining 22,500 unvested options vest in three equal annual installments on December 31, 2027, December 31, 2028 and December 31, 2029.

5. Represents options granted under the LTIP. These options vest in four equal annual installments on December 31, 2027, December 31, 2028, December 31, 2029 and December 31, 2030.

Remarks:

See Exhibit 24 - Power of Attorney.

	/s/ Yaiza Maria Rodriguez Robles, attorney-in-fact	03/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Codere Online (CDRO) disclose in Shemesh Matan’s Form 3?

The filing shows Shemesh Matan’s initial beneficial ownership in Codere Online. It lists 17,515 ordinary shares and multiple option grants over ordinary shares with exercise prices between 8.03 and 10.00, expiring from 2027 through 2036, as his current reported holdings.

How many Codere Online (CDRO) ordinary shares does Shemesh Matan directly hold?

Shemesh Matan reports direct ownership of 17,515 ordinary shares. This figure includes 4,581 ordinary shares underlying restricted share units scheduled to vest on December 31, 2026, reflecting both currently held shares and equity that will be delivered upon future vesting.

What stock options over Codere Online (CDRO) shares does Shemesh Matan report?

He reports several ordinary share options with exercise prices of 10.00, 8.49 and 8.03. These options cover 44,695, 37,000, 30,000 and 35,000 underlying ordinary shares, respectively, with expirations ranging from December 31, 2027 through January 1, 2036 under the company’s long-term incentive plans.

How are Codere Online (CDRO) restricted share units reflected in this Form 3?

The filing notes that 4,581 ordinary shares are underlying restricted share units that will vest on December 31, 2026. These RSUs are included within the 17,515 ordinary shares reported as beneficially owned, indicating equity that will convert into shares at that future vesting date.

What vesting schedules apply to Shemesh Matan’s Codere Online (CDRO) options?

Footnotes explain that some option grants are partly vested and partly unvested, with remaining portions vesting on December 31, 2026, and then in equal annual installments on December 31 of 2027, 2028, 2029 and 2030, under Codere Online’s long-term incentive plans.

Does the Codere Online (CDRO) Form 3 show any recent share purchases or sales?

The disclosure presents holdings and option positions rather than explicit purchase or sale transactions. Entries are characterized as holdings with unknown transaction codes, indicating this Form 3 primarily establishes Shemesh Matan’s existing equity position as an officer of Codere Online.