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Codere Online (CDRO) CFO gets 30k RSUs, 1,327 shares withheld for tax

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Codere Online Luxembourg, S.A. Chief Financial Officer Marcus Kai Arildsson reported equity compensation activity. He received 30,000 Restricted Stock Units (RSUs), which vest equally on December 31, 2024, 2025 and 2026, effective after a Form S-8 filing. To cover related tax obligations, the company withheld 1,327 Ordinary Shares valued at an average of $8.72 per share. The withheld shares are for tax withholding and do not reflect an open-market sale.

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Insider Arildsson Marcus Kai
Role Chief Financial Officer
Type Security Shares Price Value
Grant/Award Ordinary Shares 30,000 $0.00 --
Tax Withholding Ordinary Shares 1,327 $8.72 $12K
Holdings After Transaction: Ordinary Shares — 30,000 shares (Direct, null)
Footnotes (1)
  1. On November 14, 2025, the Board of Directors of Codere Online Luxembourg, S.A. ("Company") awarded the Reporting Person 30,000 Restricted Stock Units ("RSUs"), effective upon the filing of a Registration Statement on Form S-8, which the Company filed on May 5, 2026. The RSUs vest equally on December 31, 2024, 2025 and 2026. Represents Ordinary Shares withheld by the Company to satisfy tax withholding obligations arising in connection with the vesting of the RSUs described in footnote 1. This does not represent a sale by the Reporting Person. Represents the average price of the Company's Ordinary Shares over the 20 trading days preceding April 29, 2026 used to determine tax withholding obligations in accordance with the equity plan.
RSU grant 30,000 RSUs Awarded to CFO; vest equally on Dec 31, 2024, 2025 and 2026
Tax withholding shares 1,327 Ordinary Shares Withheld to satisfy tax obligations on RSU vesting
Withholding price $8.72 per share Average price over 20 trading days preceding April 29, 2026
Shares after tax withholding entry 28,673 shares Total Ordinary Shares following the 1,327-share tax withholding transaction
Shares after RSU grant entry 30,000 shares Total Ordinary Shares following the 30,000-share grant transaction
Restricted Stock Units (RSUs) financial
"awarded the Reporting Person 30,000 Restricted Stock Units ("RSUs"), effective upon the filing"
Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.
tax withholding obligations financial
"withheld by the Company to satisfy tax withholding obligations arising in connection with the vesting"
equity plan financial
"used to determine tax withholding obligations in accordance with the equity plan"
An equity plan is a company program that gives employees, executives or directors a stake in the business through stock, stock options or similar ownership awards, like handing out slices of a pie to people who help bake it. It matters to investors because these grants can motivate key personnel and align their interests with shareholders, but they also increase the number of shares over time and can dilute existing ownership and affect reported earnings.
Registration Statement on Form S-8 regulatory
"effective upon the filing of a Registration Statement on Form S-8, which the Company filed"
A registration statement on Form S-8 is the U.S. Securities and Exchange Commission filing companies use to register shares they intend to grant to employees, directors, consultants or benefit plans under stock compensation programs. It matters to investors because it signals potential issuance of new shares tied to pay and incentives, which can increase the total shares outstanding — like adding more slices to a pie — reducing each existing share’s ownership and potentially affecting earnings per share and stock value.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Arildsson Marcus Kai
(Last)(First)(Middle)
7 RUE ROBERT STUMPER
(Street)
LUXEMBOURGGRAND DUCHY OF LUXEMBOURGL-2557
(City)(State)(Zip)
LUXEMBOURG
(Country)		2. Issuer Name and Ticker or Trading Symbol
Codere Online Luxembourg, S.A. [ CDRO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/05/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares05/05/2026A30,000(1)A$030,000D
Ordinary Shares05/05/2026F1,327(2)D$8.72(3)28,673D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On November 14, 2025, the Board of Directors of Codere Online Luxembourg, S.A. ("Company") awarded the Reporting Person 30,000 Restricted Stock Units ("RSUs"), effective upon the filing of a Registration Statement on Form S-8, which the Company filed on May 5, 2026. The RSUs vest equally on December 31, 2024, 2025 and 2026.
2. Represents Ordinary Shares withheld by the Company to satisfy tax withholding obligations arising in connection with the vesting of the RSUs described in footnote 1. This does not represent a sale by the Reporting Person.
3. Represents the average price of the Company's Ordinary Shares over the 20 trading days preceding April 29, 2026 used to determine tax withholding obligations in accordance with the equity plan.
/s/ Yaiza Maria Rodriguez Robles, attorney-in-fact05/07/2026
** Signature of Reporting PersonDate
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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Codere Online (CDRO) disclose for its CFO?

Codere Online reported that CFO Marcus Kai Arildsson received 30,000 RSUs and had 1,327 Ordinary Shares withheld to satisfy tax obligations related to RSU vesting. The withheld shares are not an open-market sale but a tax payment mechanism.

How many Codere Online (CDRO) shares were granted to the CFO in this filing?

The CFO was granted 30,000 Restricted Stock Units (RSUs). According to the disclosure, these RSUs are equity awards that convert into Ordinary Shares as they vest over time, forming part of his long-term compensation package at Codere Online Luxembourg, S.A.

Over what period do the CFO’s Codere Online (CDRO) RSUs vest?

The 30,000 RSUs awarded to the CFO vest in three equal installments on December 31, 2024, 2025 and 2026. This staggered vesting schedule is designed to align long-term equity compensation with multi-year service and performance at the company.

Why were 1,327 Codere Online (CDRO) shares withheld from the CFO?

The filing states that 1,327 Ordinary Shares were withheld by the company to satisfy tax withholding obligations arising from RSU vesting. This is described as a tax-withholding disposition and explicitly does not represent a market sale by the CFO.

What price was used to calculate the CFO’s Codere Online (CDRO) tax withholding?

The average price of $8.72 per share for Codere Online’s Ordinary Shares over the 20 trading days preceding April 29, 2026 was used to determine tax withholding obligations, in line with the company’s equity plan provisions described in the disclosure.

Does this Codere Online (CDRO) Form 4 show the CFO buying or selling shares on the market?

No open-market trades are reported. The Form 4 shows a grant of 30,000 RSUs and 1,327 shares withheld for taxes. Footnotes clarify the withholding is for tax obligations only and does not constitute a voluntary sale of shares by the CFO.