SEC FORM 3

SEC FORM 3SEC 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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
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)

SEC Form 3 filed by new insider Shemesh Matan