Codere Online Luxembourg, S.A 6-K, filed Sep 30, 2026
Codere Online Luxembourg, S.A. (CDRO)
About this 6-K
Codere Online Luxembourg, S.A filed this 6-K on September 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of September
Commission File Number:
(Translation of registrant’s name into English)
Grand Duchy of
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Codere Online Luxembourg, S.A.
Explanatory note
This report on Form 6-K shall be deemed to be incorporated by reference into Codere Online Luxembourg, S.A.’s registration statements (i) on Form S-8 (Registration Numbers 333-295545 and 333-295544) and (ii) on Form F-3 (Registration Number: 333-296418), each as filed with the U.S. Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026 and 2025 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Codere Online Luxembourg, S.A. | |
| (Registrant) | |
| Date: September 30, 2026 | /s/ Marcus Arildsson |
| Marcus Arildsson | |
| Chief Financial Officer |
2
Exhibit 99.1
Codere Online
Luxembourg, S.A. and subsidiaries
Unaudited Interim Condensed Consolidated
Financial Statements
as of and for the
six months ended
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
(Thousands of Euros)
| Notes | 06/30/2026 | 12/31/2025 | |||||||||
| ASSETS | |||||||||||
| A) NON-CURRENT ASSETS | |||||||||||
| Property, plant and equipment | |||||||||||
| Right-of-use assets | 4 | ||||||||||
| Deferred tax asset | 10 | ||||||||||
| B) CURRENT ASSETS | |||||||||||
| Trade receivables and other current assets | 6 | ||||||||||
| Current financial assets | 5 | ||||||||||
| Cash and cash equivalents | 5 | ||||||||||
| TOTAL ASSETS (A+B) | |||||||||||
| EQUITY AND LIABILITIES | |||||||||||
| A) EQUITY | 7 | ||||||||||
| Equity attributable to equity holders of the Parent | |||||||||||
| Equity attributable to non-controlling interest | |||||||||||
| B) NON-CURRENT LIABILITIES | |||||||||||
| Non-current lease obligations | 4 | ||||||||||
| Deferred tax liabilities | 10 | ||||||||||
| C) CURRENT LIABILITIES | |||||||||||
| Current lease obligations | 4 | ||||||||||
| Payables with Related Parties | 8 | ||||||||||
| Trade payables and other current liabilities | 9 | ||||||||||
| TOTAL EQUITY AND LIABILITIES (A+B+C) | |||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-1
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Thousands of Euros, except per share data)
| Six-months ended | |||||||||||
| Notes | 06/30/2026 | 06/30/2025 | |||||||||
| Revenue | 11 | ||||||||||
| Personnel expenses | ( |
) | ( |
) | |||||||
| Depreciation and amortization | ( |
) | ( |
) | |||||||
| Other operating expenses | ( |
) | ( |
) | |||||||
| Operating expenses | 11 | ( |
) | ( |
) | ||||||
| OPERATING INCOME | |||||||||||
| Finance Income / (costs) | ( |
) | |||||||||
| Net financial results | 11 | ( |
) | ||||||||
| NET INCOME/(LOSS) BEFORE TAX | ( |
) | |||||||||
| Income tax expense | 10 | ( |
) | ( |
) | ||||||
| NET INCOME/(LOSS) FOR THE PERIOD | ( |
) | |||||||||
| Attributable to equity holders of the Parent | ( |
) | |||||||||
| Attributable to non-controlling interests | |||||||||||
| Basic earnings per share attributable to equity holders of the Parent (Euro) | 11 | ( |
) | ||||||||
| Diluted earnings per share attributable to equity holders of the Parent (Euro) | 11 | ( |
) | ||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-2
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME/(LOSS)
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Thousands of Euros)
| Six-months ended | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Net income/(loss) for the period | ( |
) | ||||||
| Currency translation differences | ( |
) | ||||||
| Income tax impact | ||||||||
| Items that may be reclassified subsequently to profit or loss | ( |
) | ||||||
| Total other comprehensive income/(loss) recognized for the period | ( |
) | ||||||
| Total comprehensive income/(loss) recognized for the period | ( |
) | ||||||
| Attributable to: | ||||||||
| Equity holders of the Parent | ( |
) | ||||||
| Non-controlling interests | ||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-3
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Thousands of Euros)
| Issued capital | Other reserves | Share premium | Net income / (loss) for the period | Retained earnings / (losses) | Other comprehensive income/(loss) | Total | Non-controlling interest | Total Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2024 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Net income/(loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) for the period | ||||||||||||||||||||||||||||||||||||
| Total comprehensive income/ (loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Appropriation of result | ( |
) | ||||||||||||||||||||||||||||||||||
| Capital increase (Note 7) | ( |
) | ||||||||||||||||||||||||||||||||||
| Treasury shares | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Employee share-based compensation | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Issued capital | Other reserves | Share premium | Net income / (loss) for the period | Retained earnings / (losses) | Other comprehensive income/(loss) | Total | Non-controlling interest | Total Equity | ||||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
| Net income/(loss) for the period | ||||||||||||||||||||||||||||||||||||
| Other comprehensive income/(loss) for the period | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Total comprehensive income/ (loss) for the period | ( |
) | ||||||||||||||||||||||||||||||||||
| Appropriation of result | ( |
) | ||||||||||||||||||||||||||||||||||
| Capital increase (Note 7) | ( |
) | ||||||||||||||||||||||||||||||||||
| Net settlement of share-based awards for employee tax withholding (Note 7) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||||||||||
| Employee share-based compensation | ||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2026 | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-4
Codere Online Luxembourg, S.A. and subsidiaries.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(Thousands of Euros)
| Notes | 06/30/2026 | 06/30/2025 | |||||||||
| Net income/(loss) before tax | ( |
) | |||||||||
| Adjustments to profit: | |||||||||||
| Depreciation and amortization | 11 | ||||||||||
| Share-based compensation | 7 | ( |
) | ||||||||
| Exchange rate impact | 11 | ||||||||||
| Effect of hyperinflation on results | 11 | ( |
) | ( |
) | ||||||
| Short term investment gain | 11 | ( |
) | ||||||||
| Changes in fair value | 11 | ||||||||||
| Interest income | 11 | ( |
) | ( |
) | ||||||
| Interest expense on lease liabilities | 4 | ||||||||||
| Changes in working capital: | |||||||||||
| Trade receivables and other current assets | 6 | ( |
) | ||||||||
| Trade payables and other current liabilities | 9 | ( |
) | ||||||||
| Income tax paid | ( |
) | ( |
) | |||||||
| Net cash provided by operating activities | |||||||||||
| Payment for purchases of property, plant and equipment | ( |
) | ( |
) | |||||||
| Net cash used in investing activities | ( |
) | ( |
) | |||||||
| Capitalized lease payments (IFRS 16) | 4 | ( |
) | ( |
) | ||||||
| Repurchase of treasury shares | ( |
) | |||||||||
| Settlement of share-based awards related to withholding taxes | ( |
) | |||||||||
| Interests paid on lease liabilities | 4 | ( |
) | ( |
) | ||||||
| Net cash used in financing activities | ( |
) | ( |
) | |||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Effect of changes in exchange rates on cash and cash equivalents | ( |
) | ( |
) | |||||||
| Cash and cash equivalents at the end of the period | |||||||||||
The accompanying notes 1 to 15 are an integral part of the accompanying Unaudited Interim Condensed Consolidated Financial Statements
F-5
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 1. | BACKGROUND |
On June 4, 2021, Codere Online Luxembourg, S.A. (the “Company” or “Parent” and, together with its subsidiaries, “Codere Online”), was incorporated and registered in Luxembourg as a public limited company (société anonyme) under the laws of Luxembourg with its registered office at 7, rue Robert Stumper, L-2557 Luxembourg, Grand Duchy of Luxembourg and has been registered with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) under the number B255798.
Codere Online is comprised of the former online gambling operations of its majority shareholder Codere Group Topco, S.A. and its subsidiaries (“Codere Group”) in Spain, Mexico, Colombia, Panama, and Argentina focused on online gambling and other online services. Codere Group controls Codere Online through its operating Spanish Holdco, Codere Newco, S.A.U. (“CNEW”), which holds 65.9% of the ordinary shares of the Company.
Codere Group is a leading international gaming operator that operates slot machines, bingo seats and sports betting terminals in Latin America (Argentina, Colombia, Mexico, Panama and Uruguay), Spain and Italy, across various gaming venues, including gaming halls, arcades, bars, sports betting shops and horse racetracks.
Codere Online’s perimeter consists of 8 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg).
| Schedule of Entity | |||||||
| Entity | Entity Type | Ownership | Location | ||||
| Codere Online Luxembourg S.A. | |||||||
| Codere Online U.S. Corp. | |||||||
| Servicios de Juego Online S.A.U. (SEJO) | |||||||
| Codere Online S.A.U. | |||||||
| Codere Online Colombia S.A.S | |||||||
| Operating Management Services Panama S.A. | |||||||
| LIFO AenP | |||||||
| Codere Online Mexico S.A. de C.V. | |||||||
| Codere Online Argentina, S.A. | |||||||
| Codere Israel Marketing Support Services LTD. |
| 2. | BASIS OF PRESENTATION OF THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |
| a) | Basis of presentation and comparison of information |
The accompanying Unaudited Interim Condensed Consolidated Financial Statements as of and for the six months ended June 30, 2026 and 2025 (the “Unaudited Interim Condensed Consolidated Financial Statements”), have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and pursuant to the interpretations issued by Interpretation Committee of the IASB (“IFRIC”).
According to IAS 34, interim financial reporting is intended to bring the contents of the last Consolidated Financial Statements up to date, emphasizing any new activities, events or circumstances that occurred during the six months ended June 30, 2026 but without duplicating the information previously published in the Consolidated Financial Statements. Therefore, in order to properly understand the information included in the accompanying Unaudited Interim Condensed Consolidated Financial Statements, they must be read together with the Company’s Consolidated Financial Statements as of December 31, 2025.
F-6
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Certain
related-party balances previously included within “Other borrowings” are now presented within “Payables with Related
Parties”, consistent with their operating nature. These balances amounted to €
The Unaudited Interim Condensed Consolidated Financial Statements of Codere Online were approved on September 29, 2026.
| a.1.) | Changes in perimeter |
The perimeter of Codere Online consists of 8 operating and supporting entities (Spain, United States, Mexico, Colombia, Panama, Israel and Argentina) and 2 holding companies (Spain and Luxembourg) as described in Note 1.
Codere Online Operator Ltd., which was previously included in the consolidation perimeter, was liquidated on August 28, 2024, and has therefore been excluded from the consolidation perimeter. The liquidation was finalized on May 25, 2025.
Additionally, for the six-month period ended June 30, 2026, Codere Online Argentina S.A. Unión Transitoria has not been consolidated, following the execution of a transfer agreement on September 25, 2025, pursuant to which Codere Online agreed to transfer its 98% ownership interest in the Temporary Union Contract to Cela, S.A. and Vital, S.A. (a company within Cela, S.A.’s group of companies), including its rights and obligations with respect to the online gaming license and all relevant third-party agreements.
| a.2.) | Accounting estimates and judgments |
The preparation of these Unaudited Interim Condensed Consolidated Financial Statements requires that management make some judgments, estimates and assumptions that affect the application of accounting policies and the balances of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and other factors that are understood as reasonable under the circumstances. Actual results may differ from these estimates.
| b) | Accounting policies |
The accounting policies used in the preparation of these Unaudited Interim Condensed Consolidated Financial Statements are the same as those applied in the Consolidated Financial Statements as of and for the year ended December 31, 2025.
New IFRS, IFRIC and amendments to IFRS not effective as of June 30, 2026
As of the approval date of the Unaudited Interim Condensed Consolidated Financial Statements, the following standards, amendments and interpretations had been published by the IASB, but their application was not mandatory for the six month period ended June 30, 2026:
F-7
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| Schedule of Consolidated Financial Statements | ||||
Standards, amendments and interpretations |
Description | Mandatory application for financial years starting on or after: | ||
| IFRS 18 Presentation and Disclosure in Financial Statements | ||||
| Translation to a Hyperinflationary Presentation Currency Amendments to IAS 21 |
Codere Online estimates that no standards, amendments and interpretations in the preceding table will have a significant impact on the recognition or measurement of its underlying transactions in the initial period of application. However, Codere Online is currently assessing the implications of applying IFRS 18 on Codere Online’s Unaudited Interim Condensed Consolidated Financial Statements. Based on the work performed to date, Codere Online does not expect IFRS 18 to affect the recognition or measurement of its underlying transactions or, consequently, its reported net result. However, the Standard is expected to significantly affect presentation and disclosure of Codere Online’s financial performance, particularly the classification of income and expenses within the operating, investing and financing categories, the presentation of the new required subtotals in the consolidated statement of profit or loss, and the disclosures relating to management-defined performance measures. Codere Online is also assessing the related implications for the statement of cash flows, the aggregation and disaggregation of financial information and the presentation of comparative information. This assessment remains ongoing and will be further developed ahead of the Standard’s mandatory application for annual reporting periods beginning on or after January 1, 2027.
| 3. | SEGMENT INFORMATION |
Under IFRS 8 (Segment Information), operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) which, in the case of Codere Online, is the Chief Executive Officer (“CEO”). The CODM is responsible for allocating resources and assessing performance of the business. For management purposes, Codere Online’s operating segments are formed by Codere Online’s business in Spain, Mexico, Colombia, Panama and Argentina.
F-8
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
The CEO primarily measures the performance of Codere Online’s operating segments based on revenue and EBITDA. EBITDA is the measure of segment profit or loss used by the CODM to assess segment performance and allocate resources. EBITDA is is calculated as net income/(loss), after adding back income tax benefit/(expense), net financial results, depreciation and amortization.
Codere Online will report financial information, both internally and externally, based on the organizational structure approved by its CEO. Thus, the reportable segments for these Unaudited Interim Condensed Consolidated Financial Statements consist of Codere Online’s operations in Spain and Mexico. Colombia, Panama and Argentina are grouped under “Other Operations”. Codere Israel Marketing Support Services LTD and Codere Online Luxemburg, S.A., Codere Online U.S. Corp., and Servicios de Juego Online S.A.U. have been grouped and reported under “Supporting”.
The entities that have been aggregated under “Other operations” and “Supporting” have been grouped in accordance with guidance allowed under IFRS 8, Operating Segments. Based on both IFRS 8:BC30 and the diagram included in the implementation guidance accompanying IFRS 8, if two or more components of a business meet the aggregation criteria, they may be combined for external reporting purposes into a single operating segment, notwithstanding that they may individually exceed the quantitative thresholds. Additionally, the entities aggregated in the “Other operations” and “Supporting” segments all meet the following conditions: (i) aggregation is consistent with the core principle of IFRS 8, (ii) the segments have similar economic characteristics, (iii) the segments are similar in the nature of the products and services offered, (iv) the segments are similar in the nature of their production processes, (v) the segments are similar in the type or class of customer for their products and services, (vi) the segments have similar methods used to distribute their products and provide their services and (vii) the segments have a similar nature of their regulatory environment. The segments referred to above include the information related to the online business provided in each country. Inter-segment transactions are carried out on an arm’s length basis and are included in the “Eliminations” column. Information relating to other Codere Online companies not specifically included in these segments is reported under “Other Operations”.
The following tables provide a reconciliation of the segment performance measure (EBITDA) to the profit/(loss) before tax for the six months ended June 30, 2026 and 2025:
| Schedule of Condensed Income Statements | ||||||||||||||||
| 06/30/2026 | Spain | Mexico | Other Operations | Totals | ||||||||||||
| Revenue | ||||||||||||||||
| Personnel expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| EBITDA | ( |
) | ( |
) | ||||||||||||
| Reconciling items: | ||||||||||||||||
| Other EBITDA | ||||||||||||||||
| Depreciation and amortization | ( |
) | ||||||||||||||
| Net financial results | ||||||||||||||||
| CONSOLIDATED NET INCOME BEFORE TAX | ||||||||||||||||
| 06/30/2025 | Spain | Mexico | Other Operations | Totals | ||||||||||||
| Revenue | ||||||||||||||||
| Personnel expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other operating expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| EBITDA | ( |
) | ( |
) | ||||||||||||
| Reconciling items: | ||||||||||||||||
| Other EBITDA | ( |
) | ||||||||||||||
| Depreciation and amortization | ( |
) | ||||||||||||||
| Net financial results | ( |
) | ||||||||||||||
| CONSOLIDATED NET LOSS BEFORE TAX | ( |
) | ||||||||||||||
F-9
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
The following tables break down certain information presented in the Unaudited Interim Condensed Consolidated Statement of financial position as of June 30, 2026 and in the consolidated statement of financial position as of December 31, 2025.
| Schedule of Financial Position | ||||||||||||||||||||||||
| 06/30/2026 | Spain | Mexico | Other Operations | Supporting | Eliminations | Totals | ||||||||||||||||||
| NON-CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| Trade receivables and other current assets | ( |
) | ||||||||||||||||||||||
| Current financial assets | ( |
) | ||||||||||||||||||||||
| Cash and cash equivalents | ( |
) | ||||||||||||||||||||||
| TOTAL ASSETS | ( |
) | ||||||||||||||||||||||
| EQUITY | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||||||||||
| CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| Current lease liabilities | ( |
) | ||||||||||||||||||||||
| Payables with Related Parties | ( |
) | ||||||||||||||||||||||
| Trade payables and other current liabilities | ( |
) | ||||||||||||||||||||||
| TOTAL EQUITY AND LIABILITIES | ( |
) | ||||||||||||||||||||||
| 12/31/2025 | Spain | Mexico | Other Operations | Supporting | Eliminations | Totals | ||||||||||||||||||
| NON-CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| CURRENT ASSETS | ( |
) | ||||||||||||||||||||||
| Trade receivables and other current assets | ( |
) | ( |
) | ||||||||||||||||||||
| Current financial assets | ( |
) | ||||||||||||||||||||||
| Cash and cash equivalents | ( |
) | ||||||||||||||||||||||
| TOTAL ASSETS | ( |
) | ||||||||||||||||||||||
| EQUITY | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
| NON-CURRENT LIABILITIES | ||||||||||||||||||||||||
| CURRENT LIABILITIES | ( |
) | ||||||||||||||||||||||
| Current lease liabilities | ( |
) | ||||||||||||||||||||||
| Payables with Related Parties | ( |
) | ||||||||||||||||||||||
| Trade payables and other current liabilities | ( |
) | ||||||||||||||||||||||
| TOTAL EQUITY AND LIABILITIES | ( |
) | ||||||||||||||||||||||
F-10
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 4. | LEASES |
Right-of-use assets
The reconciliation of the carrying amounts of the items comprising “right-of-use assets” at the beginning and end of the reporting period:
| Schedule of carrying amounts of the items comprising “Right of use assets” at the beginning and end of the reporting period | ||||||||||||||||
| Cost | Balance at 12/31/2025 |
Additions | Derecognitions | Balance at 06/30/2026 |
||||||||||||
| Right-of-use assets | ||||||||||||||||
| Total | ||||||||||||||||
| Accumulated depreciation (Note 11) | ||||||||||||||||
| Right-of-use assets | ( |
) | ( |
)* | ( |
) | ||||||||||
| Total | ( |
) | ( |
) | ( |
) | ||||||||||
| Carrying amount | ( |
) | ||||||||||||||
| * |
| Cost | Balance at 12/31/2024 |
Additions | Derecognitions | Balance at 12/31/2025 |
||||||||||||
| Right-of-use assets | ||||||||||||||||
| Total | ||||||||||||||||
| Accumulated depreciation (Note 11) | ||||||||||||||||
| Right-of-use assets | ( |
) | ( |
) | ( |
) | ||||||||||
| Total | ( |
) | ( |
) | ( |
) | ||||||||||
| Carrying amount | ||||||||||||||||
Lease Liabilities
The lease liabilities as of June 30, 2026, amounted to €1,878 thousand. The maturity analysis is as follows:
| Schedule of lease liabilities | ||||
| Maturity analysis: | ||||
| 06/30/2026 | ||||
| Year 1 | ||||
| Year 2 | ||||
| Year 3 | ||||
| Year 4 | ||||
| Year 5 | ||||
| Onwards | ||||
| Total future lease payments | ||||
| Less: Unearned interest | ||||
| Lease liabilities as of June 30, 2026 | ||||
| Lease Liabilities as of June 30, 2026 | ||||
| Non-Current | ||||
| Current |
F-11
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 5. | FINANCIAL ASSETS |
The breakdown of the carrying amount of the items presented under this heading as of June 30, 2026 and December 31, 2025 is as follows:
| Schedule of Cash and cash equivalents | ||||||||||||
| 06/30/2026 | Financial assets at amortized cost |
Carrying amount | Fair value | |||||||||
| Current assets: | ||||||||||||
| Trade receivables and other current assets (Note 6) | ||||||||||||
| Current financial assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| 12/31/2025 | Financial assets at amortized cost |
Carrying amount | Fair value | |||||||||
| Current assets: | ||||||||||||
| Trade receivables and other current assets (Note 6) | ||||||||||||
| Current financial assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
Cash and cash equivalents includes reserved cash in certain jurisdictions (Spain, Colombia and the City of Buenos Aires)
Trade receivables and other current assets mainly comprise VAT recoverable from the tax authorities amounting to €
Current financial assets mainly correspond to “in transit” deposits made by customers through payment service providers to their online wallets and amounted to €
The expected credit losses recognized on current financial assets as of June 30, 2026 and December 31, 2025 amounted to €
F-12
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 6. | TRADE RECEIVABLES AND OTHER CURRENT ASSETS |
The breakdown of the items presented under this heading at June 30, 2026 and December 31, 2025 is as follows:
| Trade Receivables and Other Current assets | ||||||||
| 06/30/2026 | 12/31/2025 | |||||||
| Trade receivables: | ||||||||
| Other receivables from the Codere Group companies (Note 12) | ||||||||
| Impairment of trade receivables | ( |
) | ( |
) | ||||
| Other current assets: | ||||||||
| Current tax asset (VAT) | ||||||||
| Prepayments | ||||||||
| Other receivables | ||||||||
| Total | ||||||||
The carrying amounts of Codere Online’s trade receivables and other current assets are denominated in the following currencies:
| Disclosure of Groups trade receivables | ||||||||
| Currency | 06/30/2026 | 12/31/2025 | ||||||
| EUR | ||||||||
| ILS | ||||||||
| ARS | ||||||||
| USD | ||||||||
| MXN | ||||||||
| COP | ||||||||
| Total | ||||||||
The maximum exposure to credit risk at the reporting date is the carrying value of each class of trade receivable mentioned above. Codere Online does not hold any collateral as security.
The change in the allowance for impairment of trade receivable as of June 30, 2026 and December 31, 2025 is as follows:
| Disclosure of impairment of accounts receivable | ||||
| Expected credit loss as of 12/31/2024 | ||||
| Additions | ||||
| Reversal | ||||
| Expected credit loss as of 12/31/2025 |
| Expected credit loss as of 12/31/2025 | ||||
| Additions | ||||
| Reversal | ||||
| Expected credit loss as of 06/30/2026 |
| 7. | EQUITY |
On January 4, 2024, the Company’s board of directors (the “Board”) approved the creation and issuance of new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company.
On December 26, 2024, the Board approved the creation and issuance of new shares with a nominal value of one euro each (€1.00), all fully paid up by the capitalization of part of the available reserve of the Company. The issuance of the shares was not completed until March 13, 2025. Both issuances were made in accordance with the terms of the invitation letters signed by the subscribers of the management incentive plan.
F-13
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
As of December 31, 2025, the Company had shares issued, of which shares were issued and outstanding, excluding the shares held in treasury, with a nominal value of € each. As of December 31, 2025, the authorized, but unissued and unsubscribed, capital of Codere Online amounted to with a nominal value of €1.00 each.
During the year ended December 31, 2025, the Company repurchased treasury shares amounting to € thousand, fully paid in cash. This was part of the Company’s share repurchase program approved by the Board of Directors, allowing for additional repurchases under the existing authorization, which expires on December 31, 2026.
During the six months ended June 30, 2026, the Company recognized employee share-based compensation, in “Other reserves”, of € thousand for equity settled share-based awards granted under its management incentive plan and a reduction of € thousand from the net settlement of share-based awards for employees’ withholding taxes. During the six months ended June 30, 2025, the Company recognized employee share-based compensation of negative € thousand mainly reflecting fair value adjustments to its equity settled share-based awards granted under its management incentive plan, as described in Note 14.
During the six months ended June 30, 2026, the Company issued shares with a nominal value of one euro each (€1.00), as settlement of vested share-based awards, all fully paid up by the capitalization of part of the available reserve of the Company. During that period, no shares were repurchased under the Company’s share repurchase program.
As of June 30, 2026, the Company had shares issued, of which shares were issued and outstanding, excluding the shares held in treasury, with a nominal value of € each. As of June 30, 2026, the authorized, but unissued and unsubscribed, capital of Codere Online amounted to shares with a nominal value of €1.00 each.
| 8. | CURRENT FINANCIAL LIABILITIES WITH RELATED PARTIES |
As of June 30, 2026, and December 31, 2025 Codere Online had no bank debt, bonds or other external borrowings. All financial liabilities correspond to current payable balances with Codere Group companies, as detailed below:
Current financial liabilities at amortized cost
| Disclosure of financial liabilities | ||||||||||||
| 06/30/2026 | Amortized Cost | Carrying Amount | Fair Value | |||||||||
| Current financial liabilities | ||||||||||||
| Payables with Related Parties (Note 12) | ||||||||||||
| 12/31/2025 | Amortized Cost | Carrying Amount | Fair Value | |||||||||
| Current financial liabilities | ||||||||||||
| Payables with Related Parties (Note 12) | ||||||||||||
There were no non-current financial liabilities at amortized cost, nor any borrowings with financial institutions, as of June 30, 2026 and December 31, 2025.
F-14
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Changes in financial liabilities arising from financing activities
The following tables present details regarding the changes in financial liabilities as of June 30, 2026 and December 31, 2025 that arise from current financial activities:
06/30/2026
| Other borrowings associated with financing activities | ||||||||||||||||||||||||||||||||
| Balance at 12/31/2025 |
Cash addition | Related parties debt restructuring | Related party non-cash payable | Related party cash settlement |
Exchange rate impact |
Changes in fair value |
Balance at 06/30/2026 |
|||||||||||||||||||||||||
| Payables with Related Parties | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
12/31/2025
| Balance at 12/31/2024 | Cash addition | Related parties debt restructuring | Related party non-cash payable | Related party cash settlement |
Exchange rate impact |
Changes in fair value |
Balance at 12/31/2025 |
|||||||||||||||||||||||||
| Payables with Related Parties | ( |
) | ||||||||||||||||||||||||||||||
| Total | ( |
) | ||||||||||||||||||||||||||||||
These balances correspond to short-term payables with Codere Group companies, including transactions made by customers through retail sport betting terminals, and amounted to €
| 9. | TRADE PAYABLES AND OTHER CURRENT LIABILITIES |
The composition of trade payables and other current liabilities as of June 30, 2026 and December 31, 2025 is as follows:
| Disclosure of trade payables and other current liabilities | ||||||||
| 06/30/2026 | 12/31/2025 | |||||||
| Trade payables | ||||||||
| Customer online wallets | ||||||||
| Other current liabilities | ||||||||
| Accruals | ||||||||
| Warrants | ||||||||
| Total | ||||||||
| Of which: with related parties (Note 12) |
||||||||
The customer online wallets are the net difference between funds deposited by customers, plus winning wagers, less losing wagers and less customers withdrawals.
F-15
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Accrued salaries include Codere Online’s commitments to its staff under the labor legislation prevailing in each market as well as the labor contingencies recognized in each reporting period.
As of June 30, 2026 and December 31, 2025, the warrants were classified as other current liabilities due to their contractual expiration date of November 30, 2026.
The details of other current liabilities as of June 30, 2026 and December 31, 2025 is as follows:
| Disclosure of other current liabilities | ||||||||
| 06/30/2026 | 12/31/2025 | |||||||
| Accrued salaries | ||||||||
| Current tax liabilities | ||||||||
| Others | ||||||||
| Total | ||||||||
| 10. | INCOME TAX MATTERS |
Each of the entities included in Codere Online file income taxes according to the tax regulations in force in each country on an individual basis or under consolidation tax regulations.
The consolidated income tax has been calculated as an aggregation of income tax expenses of each individual company. In order to calculate the taxable income of the consolidated entities individually, the accounting profit is adjusted for permanent differences. At each consolidated statement of operations date, a current tax asset or liability is recorded, representing income taxes currently refundable or payable.
Income tax payable is the result of applying the applicable tax rate in force to each tax-paying entity, in accordance with the tax laws in force in the country in which the entity is registered.
Income tax benefit/(expense)
The breakdown of the income tax benefit/(expense) from continuing operations for the six months ended June 30, 2026 is as follows:
| Disclosure of income tax benefit/(expense) | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Current income tax expense | ( |
) | ( |
) | ||||
| Deferred income tax Benefit/(expense) relating to origination and reversal of temporary differences | ( |
) | ||||||
| Income tax expense recognized in the income/(loss) statement | ( |
) | ( |
) | ||||
Deferred taxes
Deferred taxes consist of:
| Schedule of deferred taxes | ||||||||
| 06/30/2026 | 12/31/2025 | |||||||
| Deferred tax asset | ||||||||
| Deferred tax liability | ( |
) | ( |
) | ||||
The deferred tax assets as of June 30, 2026 and December 31, 2025, primarily relate to tax loss carryforwards and share-based payments.
F-16
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
As shown in the table below, Codere Online has generated net losses which can be offset against future taxable profits. For Spain, there is no limit to utilize these losses in time. In all other jurisdictions mentioned, the carry forward period is measured from the year in which the loss was incurred and is limited to 10 years in Mexico (Article 57 LISR), 12 years in Colombia (Article 147 of the Colombian Tax Code), and 17 years in Luxembourg (Article 114 LIR).
| Disclosure of future profits | ||||||||
| Entity | Total as of 06/30/2026 |
Total as of 12/31/2025 |
||||||
| SEJO | ||||||||
| LIFO AenP (Mexico) | ||||||||
| Codere Online Colombia | ||||||||
| Codere Online Luxembourg | ||||||||
| 11. | REVENUE AND EXPENSES |
Revenues
The breakdown of Codere Online’s revenues for the six months ended June 30, 2026 and 2025 is as follows:
| Disclosure of Groups revenues | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Online sports betting | ||||||||
| Online casino wagering | ||||||||
| Others | ||||||||
| Total | ||||||||
No customer contributed more than 10% of revenue for the six months ended June 30, 2026, and 2025.
| Additionally, the distribution of revenue by geographical market during the reporting periods is as follows: |
| Disclosure of geographical revenue | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Spain | ||||||||
| Mexico | ||||||||
| Others | ||||||||
| Total | ||||||||
Personnel expenses
Personnel expenses as of June 30, 2026 and 2025 include expenses for wages, salaries, long term incentive plans, benefits (and other similar concepts) and social security and other social contributions expenses payable by Codere Online.
| Disclosure personnel expenses | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Wages, salaries and similar | ||||||||
| Social security contributions payable by Codere Online | ||||||||
| Other social contributions | ||||||||
| Total | ||||||||
F-17
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Other social contribution includes those expenses resulting from the LTIP executive bonus. For the six months ended June 30, 2026, it amounted to €6,222 thousand, compared with employee share-based compensation of negative €480 thousand for the six months ended June 30, 2025, mainly reflecting fair value adjustments to equity-settled share-based awards granted under the management incentive plan.
Depreciation and amortization
The breakdown of depreciation and amortization for the six months ended June 30, 2026 and 2025 is as follows:
| Disclosure of depreciation and amortization | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Depreciation of property, plant and equipment | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of right-of-use assets (Note 4) | ||||||||
| Total | ||||||||
Other operating expenses
The breakdown of other operating expenses for the six months ended June 30, 2026 and 2025 is as follows:
| Disclosure of other operating expenses | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Gambling taxes | ||||||||
| Leases | ||||||||
| Utilities, repairs and maintenance | ||||||||
| Professional services and other expenses | ||||||||
| Casino license royalties | ||||||||
| Marketing expenses | ||||||||
| Total | ||||||||
Codere Online recognizes lease payments as an operating expense on a straight-line basis over the term of the lease for the short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value.
Professional services and other expenses mainly include: (i) Platform services; (ii) external providers for some of our sports odds; (iii) payment processing which allow our customers to deposit and withdraw using platforms and (iv) streaming services contracted to external parties offered to our customers as a complement to our sports betting offer.
Finance income/(cost), net
The breakdown of finance income/ (cost), net for the six months ended June 30, 2026 and 2025 is as follows:
| Disclosure of finance income cost | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Interest income, net | ||||||||
| Exchange rate impact | ( |
) | ( |
) | ||||
| Argentina hyperinflation impact | ||||||||
| Increase in fair value of public warrants (Note 9) | ( |
) | ( |
) | ||||
| Lease finance interest under IFRS 16 (Note 4) | ( |
) | ( |
) | ||||
| Short term investment gain | ||||||||
| Total | ( |
) | ||||||
Finance income/(cost), net for the periods ended June 30, 2026 and 2025 include both realized and unrealized foreign exchange gains/(losses) due to the fluctuation of the exchange rates between the euro and the other currencies used by Codere Online in its operations, mainly the Mexican peso, the Colombian peso, Argentine peso and the Panamanian balboa, as well as interest income related to Codere Online’s outstanding receivables from related parties.
F-18
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Earnings per share
Basic earnings per share amounts are calculated by dividing (a) the net income/(loss) for the period attributable to equity holders of the Company by (b) the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share amounts are calculated by dividing the net income/(loss) for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares, if any. The effect of restricted shares for the period ended June 30, 2026, qualified as a dilutive event while the effect of warrants, stock options, and deferred payment qualified as antidilutive events for said period. The effect of restricted shares, warrants, stock options and deferred payment for the period ended June 30, 2025, qualified as antidilutive events. In accordance with IAS 33, antidilutive potential ordinary shares, those that would increase earnings per share or decrease the loss per share if included, are disregarded in the calculation of diluted earnings per share.
As of June 30, 2026, the Company had issued and outstanding shares.
Both basic and diluted earnings per share attributable to equity holders of Codere Online are calculated based on the following data, in each case for the six months ended June 30, 2026 and 2025.
| Disclosure of basic and diluted earnings per share | ||||||||
| 06/30/2026 | 06/30/2025 | |||||||
| Net income/(loss) attributable to the equity holders of the Parent (thousand euros) | ( |
) | ||||||
| Weighted average number of shares outstanding: | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Basic earnings per share (euros) | ( |
) | ||||||
| Diluted earnings per share (euros) | ( |
) | ||||||
| 12. | RELATED PARTIES |
The parties related to Codere Online include, in addition Codere Group’s subsidiaries, associates and jointly controlled entities, the Codere Online’s key management personnel, as well as all individuals who are related to them by a family relationship, and the entities over which key management personnel may exercise significant influence or control. Balances and transactions between Codere Online and other related parties outside of Codere Online’s consolidation perimeter are disclosed below.
06/30/2026
| Disclosure of transactions related companies | ||||||||||||||
| Related parties | Relation to Codere Online | Finance costs and exchange differences |
Operating expenses |
Total Costs | ||||||||||
| Codere Apuestas España S.L. | Subsidiary of Codere Group | |||||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | |||||||||||||
| Codere Apuestas Galicia S.L. | Subsidiary of Codere Group | |||||||||||||
| Other retail companies | Subsidiary of Codere Group | |||||||||||||
| Latam retail companies | Subsidiary of Codere Group | |||||||||||||
| Total | ||||||||||||||
F-19
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Balance at 06/30/2026
| Related parties | Relation to Codere Online | Trade receivables (Note 6) |
Payables with Related Parties (Note 8) |
Trade payables and other current liabilities (Note 9) |
||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | ( |
) | ( |
) | |||||||||
| Codere Apuestas España S.L. | Subsidiary of Codere Group | ( |
) | |||||||||||
| Other retail companies | Subsidiary of Codere Group | ( |
) | ( |
) | |||||||||
| Other latam retail companies | Subsidiary of Codere Group | ( |
) | ( |
) | |||||||||
| Total | ( |
) | ( |
) | ||||||||||
06/30/2025
| Related parties | Relation to Codere Online | Finance costs and exchange differences |
Operating expenses |
Total Costs | ||||||||||
| Codere Apuestas España S.L. | Subsidiary of Codere Group | |||||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | |||||||||||||
| Codere Apuestas Galicia S.L. | Subsidiary of Codere Group | |||||||||||||
| Other retail companies | Subsidiary of Codere Group | |||||||||||||
| Latam retail companies | Subsidiary of Codere Group | |||||||||||||
| Total | ||||||||||||||
Balance at 12/31/2025
| Related parties | Relation to Codere Online | Trade receivables (Note 6) |
Payables with Related Parties (Note 8) |
Trade payables and other current liabilities (Note 9) |
||||||||||
| Codere Newco S.A.U. | Parent of Codere Online | ( |
) | ( |
) | |||||||||
| Codere Operadora de Apuestas S.L. (OACO) | Subsidiary of Codere Group | ( |
) | |||||||||||
| Codere Apuestas España S.L. (CAES) | Subsidiary of Codere Group | ( |
) | |||||||||||
| Other retail companies | Subsidiary of Codere Group | ( |
) | ( |
) | |||||||||
| Latam retail companies | Subsidiary of Codere Group | ( |
) | ( |
) | |||||||||
| Total | ( |
) | ( |
) | ( |
) | ||||||||
F-20
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 13. | COMMITMENTS AND CONTINGENCIES |
Codere Online occasionally faces contingencies related to litigation, claims, assessments, regulatory compliance, or tax inspections. Such proceedings can be costly, time consuming and unpredictable, and therefore, no assurance can be given that the final outcome of such proceedings will not materially impact Codere Online’s financial condition or results of operations. Provisions are recognized when Codere Online has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where these recognition criteria are not met, contingent liabilities are disclosed, as applicable, unless the possibility of an outflow of resources embodying economic benefits is remote.
The current liability for the estimated losses associated with these proceedings is not material to the consolidated financial condition and those estimated losses are not expected to have a material impact on Codere Online’s results of operations.
| 14. | OTHER INFORMATION |
Long Term Incentive Plan (“LTIP”)
On February 2, 2022, the Board approved the terms and conditions of a long-term incentive plan (the “LTIP”), which was approved by the Company Shareholders at a meeting held on March 3, 2022. The main objective of the LTIP is to enhance the alignment between senior management and directors of the Company’s Shareholders and strengthen the retention and motivation of senior management and directors in the long term.
The LTIP is primarily for the benefit of certain existing and future senior managers of the Company, certain Directors and certain employees and independent contractors providing services to Codere Online from time to time. The beneficiaries will be proposed by the Chief Executive Officer of the Company and will be subject to approval by the Company´s Board, such beneficiaries will receive an invitation letter to participate in the LTIP. Beneficiaries will be required to accept the terms of a post-contractual non-compete and non-solicitation agreement to benefit from the terms of the LTIP.
Compensation under the LTIP will be based on the beneficiary’s expected role, responsibilities and contribution to the business of the Company, among other things. The LTIP includes compensation in the form of share options, restricted shares, and/or deferred payments, payable depending upon the increase in the Company’s equity value and/or deferred payments payable depending upon the Incremental Equity Value (the amount will be determined as soon as possible following year-end 2026). The Incremental Equity Value will be calculated considering the Exercise Equity Value (which will be calculated considering the 2026 Adjusted EBITDA, the Net Financial Debt and the Transaction Value of Codere Online as established in the Company Sale Event), the Base Equity Value (amounting to $350 million) and the Invested Capital from shareholders (less any cash contributions to shareholders, in each case to the extent made after the date of commencement of this Plan and will be capitalized at an annual rate of 8%).
According to the LTIP Agreement, the termination date of the restricted shares will be March 31, 2027, whereas the share options will terminate on December 31, 2027. The payment date shall be considered as the termination of the deferred payment rights under the Existing LTIP, which shall take place no later than March 31, 2027. The number of share options to be granted will be based on the portion of the Target Compensation tied to this stock option component, a $10.00 exercise price (the “Strike Price”), the Target Share Price and subject to standard anti-dilution protections and adjustment for extraordinary cash dividends.
The restricted shares, share options and deferred payment rights granted to the beneficiaries shall have a 20% vesting per calendar year, considering the applicable start of vesting period.
F-21
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Notwithstanding the general 20% per year vesting rule, the following clarifications apply based on employee start dates:
| (i) | For grants made after January 1, 2022, where the beneficiary was already employed or providing services as of January 1, 2022, the vesting commencement date is deemed to be January 1, 2022 |
| (ii) | For grants made after January 1, 2022, where the beneficiary joined the Company after January 1, 2022, the vesting schedule is adjusted proportionally to ensure full vesting by December 31, 2026 (i.e., more than 20% per year on average). |
The share options will be exercised at the option of the beneficiary on a cash or cashless basis (subject to the Company’s option to net cash settle) and will not be transferable by the beneficiary at any time. The Company intends to settle the options in shares.
The number of restricted shares to be granted will be based on the portion of the Target Compensation tied to the restricted share component and a target share price of $20.50 (“Target Share Price”). The restricted shares may also be net cash settled by the Company, although the Company intends to settle them in shares. Share options may be exercised, and restricted shares may be sold, following the later of (i) 90 days from the respective vesting date and (ii) December 31, 2023.
Deferred payment rights are measured in USD, and the employee will receive as many shares as are worth to the deferred payment right amount, subject to the vesting terms of the Amended Existing LTIP, which extended the vesting period for the deferred payment rights to December 31, 2027. The deferred payments rights granted to the beneficiaries shall have a 20% vesting per calendar year and will be paid at the Company’s option in cash or the Company’s Ordinary Shares subject to certain exceptions and acceleration events. The Company intends to settle the deferred payment rights in shares.
The employer company of each beneficiary will be the one liable for compliance with applicable payroll obligations (income tax withholdings and social security tax withholdings/payments).
The total number of Ordinary Shares issuable to beneficiaries pursuant to the share options and restricted shares shall be limited to 5% of the total number of Ordinary Shares issued and outstanding at the time the LTIP was approved by the Company’s Shareholders. The Company may increase such limit by an amount equivalent to 0.2% of the total number of Ordinary Shares issued and outstanding on each December 31 through the end of the vesting period of the LTIP, to provide for additional capacity to grant awards to additional beneficiaries under the LTIP.
Amended Existing Long Term Incentive Plan (“Amended Existing LTIP”)
On November 7, 2024, the Board approved certain amendments to the Company’s existing LTIP with the aim of further enhancing the alignment between management, directors and shareholders by providing additional incentives. The amended existing LTIP (the “Amended Existing LTIP”) was subsequently approved by the Company’s shareholders at the Annual General Meeting held on June 30, 2025.
Under the Amended Existing LTIP, participants may receive additional restricted share awards and/or additional deferred payment rights (“DPR”) based on their role, level, business unit and the strategic objectives of the program. No additional stock options are offered under the Amended Existing LTIP. The additional restricted share awards are subject to a three-year vesting period covering the period from January 1, 2024 through December 31, 2026, being the expiration date of the previous existing LTIP’s original five-year term.
F-22
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
The total potential payout under the deferred payment right component was increased by an additional $8.5 million, subject to an overall cap of $17.5 million. In addition, the deferred payment right calculation formula was amended, the minimum equity value threshold for eligibility was reduced and the payout mechanism was revised to incorporate a tiered structure. The vesting period for the DPR was also extended to December 31, 2027 (from December 31, 2026). The Amended Existing LTIP further includes provisions governing the treatment of awards in the event of a delisting of the Company’s shares (other than as a result of a regulatory breach). The Company intends to settle the deferred payment rights in shares.
Additional restrictions include clawback provisions applicable for a two-year period from the vesting date of an award, triggered upon termination for misconduct, fraud, gross negligence or breaches of post-termination restrictive covenants.
New Long Term Incentive Plan (“New LTIP”)
On the same date as for the Amended Existing LTIP, November 7, 2024, the Board also approved a new long-term incentive plan (the “New LTIP”) as an additional retention mechanism for senior management and directors. The New LTIP was approved by shareholders at the Annual General Meeting held on June 30, 2025.
The New LTIP is a stock option plan covering the 2024–2028 period pursuant to which Codere Online may grant up to 2.6 million stock options to eligible participants. The legal grant date is defined as the date of shareholder approval in respect of awards relating to years 2024 and 2025, and January 1 of each year for awards relating to years 2026 through 2028.
Options are granted at market value on the grant date and vest over a four-year period in annual cliff installments. Notwithstanding this general vesting rule, awards relating to 2024 and 2025 are deemed to have commenced vesting on January 1, 2024, and January 1, 2025, respectively. Although the New LTIP is a five-year plan, its overall term extends through December 31, 2031, to allow full vesting of awards granted in the fifth year. Each stock option has a contractual life of ten years measured from January 1 of the year of grant. The New LTIP also includes clawback provisions permitting recovery of awards for a two-year period following vesting. In certain cases, including senior executive roles, clawback may also be triggered by voluntary resignation.
The total number of share options, restricted shares and deferred payments right to each part of the LTIP, the Amended Existing LTIP and the New LTIP are as follow:
06/30/2026
| Disclosure number of share options | ||||||||||||
| Number of share options |
Number of restricted shares |
Deferred payments rights (USD) |
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| Total rights as of December 31, 2025 | ||||||||||||
| Awarded during the period | ||||||||||||
| Issued during the period | ( |
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| Cash settled during the period | ( |
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| Exercised during the period | ||||||||||||
| Forfeited during the period | ( |
) | ( |
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| Total rights as of June 30, 2026 | ||||||||||||
| Vested | ||||||||||||
| Unvested | ||||||||||||
F-23
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
12/31/2025
| Number of share options |
Number of restricted shares |
Deferred (USD) |
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| Total rights as of December 31, 2024 | ||||||||||||
| Awarded during the period | ||||||||||||
| Issued during the period | ( |
) | ||||||||||
| Cash settled during the period | ( |
) | ||||||||||
| Exercised during the period | ||||||||||||
| Forfeited during the period | ( |
) | ( |
) | ( |
) | ||||||
| Total rights as of December 31, 2025 | ||||||||||||
| Vested | * | |||||||||||
| Unvested | ||||||||||||
| * |
The fair value of the equity instruments granted under the LTIP has been determined using a Monte Carlo simulation valuation model as of each of the grant dates, considering the conditions determined in the LTIP Agreement, and the following assumptions:
| Disclosure assumptions considering | ||||
| Forecast share price volatility (annualized) | % | |||
| Plan duration (years) | ||||
| Expected dividend yield | % | |||
| Risk-free interest rate |
Additionally, the fair value of the equity instruments granted as part of the New LTIP Agreement has been determined using the Black-Scholes valuation model as of each of the grant dates, considering the conditions determined in the New LTIP Agreement, and the following assumptions:
| Forecast share price volatility (annualized) | % – % | |||
| Plan duration (years) | ||||
| Expected dividend yield | % | |||
| Risk-free interest rate |
Due to the limited trading history of the Company’s shares, expected share price volatility has been determined based on the average historical standard volatility of a group of selected peers, considering a
F-24
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
Fair value of restricted shares
The fair value of restricted share has been calculated as the number of estimated vested instruments multiplied by the grant-date fair value per restricted share. The number of estimated vested instruments is based on the awards granted to each beneficiary’s invitation letter, and the expected share value has been determined based of the aforementioned Monte Carlo simulation and the valuation inputs previously described.
Fair value of stock options
The fair value of stock options, which may be converted into the Company’s Ordinary shares at a previously specified price during a defined time period, has been calculated by multiplying the number of granted stock options by the grant-date fair value per option. To determine the value of stock options at each grant date, the Company used the expected share price evolution derived from the Monte Carlo simulation model under the LTIP and the Black-Scholes valuation model under the New LTIP. Option value consists of intrinsic value, which is the difference between the underlying share price and the option exercise price if positive, and time value, which reflects the possibility that the option may gain intrinsic value in the future. Based on the expected share price evolution, the Company’s stock options had only time value at each grant date, as the underlying share price was below the $10.00 per share exercise price under the LTIP. Under the New LTIP, the exercise price of each option is determined as the greater of (i) the market value of an ordinary Share on the grant date ($8.49 per share for Year 1 and Year 2 awards) and (ii) the nominal value of an Ordinary Share on the grant date (€1.00 per share). Based on the expected share price evolution, the stock options had time and intrinsic value at each grant date, as the underlying share price was close to the exercise price under the New LTIP.
Deferred payment rights
Finally, deferred payment rights are subject to non-market performance conditions linked to the Company’s EBITDA and net financial debt. The number of shares expected to be delivered is estimated based on the Company’s business plan and is reassessed over the vesting period. Accordingly, the Company’s business plan is used to determine the preliminary number of shares expected to be delivered to beneficiaries under the sub-plans.
The incentives granted to the beneficiaries under the LTIP are subject to a
Except in cases of termination for cause, beneficiaries generally retain vested awards upon cessation of employment or service. Awards are subject to clawback in certain circumstances, including breaches of post-termination restrictive covenants or as required by applicable law. The LTIP is subject to the Spanish employment law as a significant part of the compensation under the LTIP will be awarded to beneficiaries located in Spain. The components of the LTIP may be subject to special terms and conditions depending on the location of the beneficiary.
The foregoing description of the LTIP does not purport to be complete and is qualified in its entirety by reference to the full text of the LTIP Master Agreement, which has been filed as an exhibit to the annual report of Codere Online as of December 31, 2022.
Codere Online recognizes the expense associated with the LTIP using the graded vesting method, in accordance with IFRS 2:B43–B44, whereby each vesting tranche is treated as a separate award and expensed over its respective vesting period.
For the six month period ended June 30, 2026, the impact of the LTIP recorded in the Unaudited Interim Condensed Consolidated Statements of operations and income statement as personnel expenses amounted to €
F-25
Codere Online Luxembourg, S.A. and subsidiaries.
SELECTED NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026 AND FOR THE SIX MONTH PERIOD ENDED JUNE 30, 2026
(Thousands of Euros)
| 15. | EVENTS AFTER THE REPORTING DATE |
On September 10, 2026, Codere Online announced a multi-year sponsorship agreement with the National Football League (NFL), under which it becomes the exclusive partner in the online sportsbook category in Mexico. The agreement grants Codere Online rights to NFL, Super Bowl and NFL Mexico Game marketing assets in that market and is expected to support the Company’s brand positioning and customer acquisition in Mexico.
On September 25, 2025, Codere Online entered into the Mendoza Transfer Agreement with Cela, S.A. for the transfer of its 98% ownership interest in the Temporary Union Contract to Cela, S.A. and Vital, S.A. (a company within Cela, S.A.’s group of companies), including its rights and obligations with respect to the online gaming license and the relevant third-party agreements.
Subsequent to June 30, 2026, Codere Online ceased offering online gaming services in the Province of Mendoza on August 10, 2026. On September 17, 2026, the Instituto Provincial de Juegos y Casinos of Mendoza (“IPJC”) authorized the transfer of Codere Online’s participation in the Temporary Union Contract to Cela, S.A. and Vital, S.A., and acknowledged the withdrawal of the Codere platform and Codere Online’s exit from the Province of Mendoza. The IPJC further confirmed that the transferees satisfied the requirements set forth under the applicable regulatory framework and that no legal impediment existed to the completion of the transaction.
There were no events subsequent to the closing date which could have a significant effect on Codere Online’s Unaudited Interim Consolidated Financial Statements.
The Unaudited Interim Consolidated Financial Statements of Codere Online Luxembourg, S.A. and its subsidiaries as of and for the six months ended June 30, 2026, were authorised for issue by the Board of Directors on September 29, 2026. The Company evaluated events after the reporting date through that date.
Financial Statements of Codere Online Luxembourg, S.A. and subsidiaries as of and for the six months ended June 30, 2026.
Madrid, 30 September, 2026
| Marcus Arildsson | Amalia Lopez Castaño | ||
| Chief Financial Officer | Chief Accounting Officer |
F-26