Baron Capital Group, Inc., BAMCO Inc., Baron Capital Management Inc., and Ronald Baron report beneficial ownership of Codere Online Luxembourg, S.A. ordinary shares. The group reports beneficial ownership of 3,503,284 ordinary shares, representing 7.74% of the class. The reporting persons have 0 shares with sole voting or dispositive power and 3,503,284 shares with shared voting and shared dispositive power. BAMCO and Baron Capital Management are subsidiaries of Baron Capital Group, and Ronald Baron owns a controlling interest in Baron Capital Group. Advisory clients of BAMCO and Baron Capital Management are entitled to dividends and sale proceeds from these shares, and, to the best knowledge of the filers, no such client holds more than 5% of the outstanding class.
Positive
None.
Negative
None.
Key Figures
Beneficially owned shares:3,503,284 sharesPercent of class:7.74%Shared voting power:3,503,284 shares+2 more
5 metrics
Beneficially owned shares3,503,284 sharesOrdinary shares of Codere Online reported as beneficially owned
Percent of class7.74%Portion of Codere Online ordinary shares beneficially owned
Shared voting power3,503,284 sharesShares over which reporting persons share voting power
Shared dispositive power3,503,284 sharesShares over which reporting persons share dispositive power
Sole voting power0 sharesShares with sole voting authority reported by the filers
Key Terms
beneficially owned, shared voting power, shared dispositive power, Investment Company Act of 1940, +1 more
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared voting powerfinancial
"6 | Shared Voting Power 3,503,284.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 3,503,284.00"
Investment Company Act of 1940regulatory
"shareholders of an investment company registered under the Investment Company Act of 1940"
A U.S. federal law that sets the rulebook for pooled investment vehicles such as mutual funds, exchange-traded funds and similar money managers, requiring them to register with regulators, disclose holdings and fees, limit conflicts of interest, and follow governance standards. It matters to investors because these protections and transparency rules act like a referee and scoreboard, helping people compare funds, trust that managers follow fair practices, and spot hidden costs or risks.
advisory clientsfinancial
"The advisory clients of BAMCO and BCM have the right to receive or the power to direct"
FAQ
What percentage of Codere Online (CDRO) does Baron Capital report owning?
The Baron Capital group reports beneficial ownership of 7.74% of Codere Online’s ordinary shares, representing 3,503,284 shares with shared voting and dispositive power and no sole voting or dispositive power.
How many Codere Online (CDRO) shares are reported as beneficially owned?
The reporting persons state they beneficially own 3,503,284 ordinary shares of Codere Online. All of these shares are reported with shared voting and shared dispositive power, and none with sole voting or dispositive authority.
Who are the reporting persons in this Codere Online (CDRO) Schedule 13G/A?
The reporting persons are Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management, Inc., and Ronald Baron. BAMCO and Baron Capital Management are subsidiaries of Baron Capital Group, which is controlled by Ronald Baron.
Do Baron Capital’s advisory clients hold the economic interest in Codere Online (CDRO) shares?
Yes. The filing explains that BAMCO and Baron Capital Management advisory clients have the right to receive dividends and sale proceeds from Codere Online shares held in their accounts, rather than the advisers themselves.
Does any single Baron advisory client hold more than 5% of Codere Online (CDRO)?
According to the disclosure, the filers state that, to their knowledge, no individual advisory client has an interest in more than 5% of Codere Online’s outstanding ordinary shares.
What type of power over Codere Online (CDRO) shares does Baron Capital report?
The reporting persons state they have 0 shares with sole voting or dispositive power and 3,503,284 shares with shared voting and shared dispositive power, reflecting their role as investment advisers for client accounts.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Codere Online Luxembourg, S.A.
(Name of Issuer)
Ordinary Shares
(Title of Class of Securities)
L18268109
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
L18268109
1
Names of Reporting Persons
BAMCO INC /NY/
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,503,284.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,503,284.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,503,284.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.74 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
L18268109
1
Names of Reporting Persons
Baron Capital Management, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA, CO
SCHEDULE 13G
CUSIP Number(s):
L18268109
1
Names of Reporting Persons
Ronald Baron
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,503,284.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,503,284.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,503,284.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.74 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
L18268109
1
Names of Reporting Persons
Baron Capital Group, Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
NEW YORK
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,503,284.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,503,284.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,503,284.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.74 %
12
Type of Reporting Person (See Instructions)
HC, CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Codere Online Luxembourg, S.A.
(b)
Address of issuer's principal executive offices:
7 RUE ROBERT STUMPER, LUXEMBOURG, Luxembourg, L-2557
Item 2.
(a)
Name of person filing:
Baron Capital Group, Inc. ("BCG"),
BAMCO, Inc. ("BAMCO"),
Baron Capital Management, Inc. ("BCM"),
Ronald Baron
(b)
Address or principal business office or, if none, residence:
767 FIFTH AVENUE,
49TH FLOOR,
NEW YORK, NY 10153
(c)
Citizenship:
New York
(d)
Title of class of securities:
Ordinary Shares
(e)
CUSIP No.:
L18268109
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,503.284
(b)
Percent of class:
7.74 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,503.284
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,503.284
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts.
To the best of the Filing Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
BAMCO and BCM are subsidiaries of BCG. Ronald Baron owns a controlling interest in BCG.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
Please see item 3.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
