6-K
Codere Online Luxembourg, S.A. (CDRO)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41107
Codere Online Luxembourg, S.A. (Translation of registrant's name into English)
7 rue Robert StümperL-2557 Luxembourg,Grand Duchy of Luxembourg (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
Chief Financial Officer Appointment and Convening of Extraordinary General Meeting
On November 17, 2025, the board of directors (the “Board”) of Codere Online Luxembourg, S.A. (the “Company”) appointed Marcus Arildsson as Chief Financial Officer of the Company. Mr. Arildsson will succeed Oscar Iglesias who, as previously announced, is expected to join the Company’s Board, subject to the approval of shareholders at an Extraordinary General Meeting scheduled for December 1, 2025.
Mr. Arildsson started his career in investment banking, where he spent 20 years advising corporates and private equity clients on strategic M&A and financing transactions at Arcano Partners, Merrill Lynch and Lehman Brothers in both London and Madrid. Before joining Codere Online, he was CFO of Millenium Hospitality Real Estate, a Spanish publicly listed REIT from 2023 to 2025, and CFO of Ladorian, a technology software company in the retail sector, from 2022 to 2023. Mr. Arildsson was also Director of the Investment Management business of Portuguese Sonae Sierra which has operations and real estate investments across several markets in Europe and Latin America, from 2018 to 2022. Mr. Arildsson is a Swedish citizen and graduated from James Madison University in Virginia with a BBA in International Business and holds an MBA from the Kellogg School of Management at Northwestern University in Illinois.
There are no arrangements or understandings between Mr. Arildsson and any other persons pursuant to which he was selected as Chief Financial Officer. There are no family relationships between Mr. Arildsson and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction with the Company required to be disclosed under applicable securities laws.
On November 17, 2025 the Company announced that an Extraordinary General Meeting of shareholders is to be held on Monday, December 1, 2025 at the registered office of the Company at 3:00 p.m. (Luxembourg time). The record date for the determination of shareholders entitled to vote at the meeting is November 4, 2025.
A press release regarding Mr. Arildsson’s appointment and a copy of the convening notice to the Extraordinary General Meeting are furnished as Exhibits 99.1 and 99.2, respectively, to this Report on Form 6-K.
The information in each of the attached Exhibit 99.1 and Exhibit 99.2 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise set forth herein or as shall be expressly set forth by specific reference in such a filing.
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
|---|---|---|
| 99.1 | Press release dated November 17, 2025 | |
| 99.2 | Convening notice to the Extraordinary General Meeting to be held on December 1, 2025 |
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. | ||
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| (Registrant) | ||
| Date: November 17, 2025 | By: | /s/ Aviv Sher |
| Name: | Aviv Sher | |
| Title: | Chief Executive Officer |
EdgarFiling EXHIBIT 99.1
Codere Online Appoints Marcus Arildsson as Chief Financial Officer
Luxembourg, Grand Duchy of Luxembourg, November 17, 2025 – (GLOBE NEWSWIRE) Codere Online (Nasdaq: CDRO / CDROW, the “Company”), a leading online gaming operator in Spain and Latin America, today announced that Marcus Arildsson has been appointed Chief Financial Officer, effective today. Mr. Arildsson will succeed Oscar Iglesias, who, as part of the previously announced transition, will assist with an orderly handover and is expected to join the Company’s Board of Directors, subject to the approval of shareholders at an Extraordinary General Meeting scheduled for December 1^st^.
Mr. Arildsson is a senior finance executive with over 25 years of international experience across investment banking, equity markets and corporate finance.
He began his career at Lehman Brothers and Merrill Lynch in London, executing over €9 billion in cross-border M&A, IPO, and equity-linked transactions. He later spent 12 years at Arcano Partners in Madrid, advising corporates and financial sponsors on more than €5 billion in M&A, debt and equity transactions.
He has since held CFO and executive committee roles at Millenium Hospitality Real Estate, a listed REIT with a €700 million portfolio, Sonae Sierra and Ladorian, a retail media technology company.
Mr. Arildsson holds an MBA from Northwestern University’s Kellogg School of Management and a BBA from James Madison University. He is fluent in English, Spanish and Swedish.
“I’m thrilled to join Codere Online, a company that has demonstrated outstanding execution and discipline since becoming public. Its success reflects a strong team and clear vision and I look forward to contributing to the next chapter of that journey” said Mr. Arildsson.
“Marcus is a seasoned financial executive whose leadership and experience will be invaluable as we continue executing our plan” said Aviv Sher, Chief Executive Officer. “We also thank Oscar for his many contributions and for ensuring a seamless transition; we look forward to his continued involvement at the Board level.”
“On behalf of the Board, I am pleased to welcome Marcus to Codere Online,” said Gonzaga Higuero, Chairman of the Board. “His extensive experience in corporate finance and investment banking, combined with his international background, make him an exceptional addition to our leadership team.”
About Codere Online Codere Online refers, collectively, to Codere Online Luxembourg, S.A. and its subsidiaries. Codere Online launched in 2014 as part of the renowned casino operator Codere Group. Codere Online offers online sports betting and online casino through its state-of-the art website and mobile applications. Codere currently operates in its core markets of Spain, Mexico, Colombia, Panama and Argentina. Codere Online’s online business is complemented by Codere Group’s physical presence in Spain and throughout Latin America, forming the foundation of the leading omnichannel gaming and casino presence.
About Codere Group Codere Group is a multinational group devoted to entertainment and leisure. It is a leading player in the private gaming industry, with four decades of experience and with presence in seven countries in Europe (Spain and Italy) and Latin America (Argentina, Colombia, Mexico, Panama, and Uruguay).
Contacts:
Investors and Media Guillermo Lancha Director, Investor Relations and Communications [email protected] (+34) 628 928 152
Forward-Looking Statements
Certain statements in this document may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding Codere Online Luxembourg, S.A. and its subsidiaries (collectively, “Codere Online”) or Codere Online’s or its management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this document may include, for example, statements about Codere Online’s financial performance and, in particular, the potential evolution and distribution of its net gaming revenue; any prospective and illustrative financial information; and changes in Codere Online’s strategy, future operations and target addressable market, financial position, estimated revenues and losses, projected costs, prospects and plans.
These forward-looking statements are based on information available as of the date of this document and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Codere Online’s or its management team’s views as of any subsequent date, and Codere Online does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks and uncertainties, Codere Online’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. There may be additional risks that Codere Online does not presently know or that Codere Online currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Some factors that could cause actual results to differ include (i) changes in applicable laws or regulations, including online gaming, privacy, data use and data protection rules and regulations as well as consumers’ heightened expectations regarding proper safeguarding of their personal information, (ii) the impacts and ongoing uncertainties created by regulatory restrictions, changes in perceptions of the gaming industry, changes in policies and increased competition, and geopolitical events such as war, (iii) the ability to implement business plans, forecasts, and other expectations and identify and realize additional opportunities, (iv) the risk of downturns and the possibility of rapid change in the highly competitive industry in which Codere Online operates, (v) the risk that Codere Online and its current and future collaborators are unable to successfully develop and commercialize Codere Online’s services, or experience significant delays in doing so, (vi) the risk that Codere Online may never achieve or sustain profitability, (vii) the risk that Codere Online will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all, (viii) the risk that Codere Online experiences difficulties in managing its growth and expanding operations, (ix) the risk that third-party providers, including the Codere Group, are not able to fully and timely meet their obligations, (x) the risk that the online gaming operations will not provide the expected benefits due to, among other things, the inability to obtain or maintain online gaming licenses in the anticipated time frame or at all, (xi) the risk that Codere Online is unable to secure or protect its intellectual property, and (xii) the possibility that Codere Online may be adversely affected by other political, economic, business, and/or competitive factors. Additional information concerning certain of these and other risk factors is contained in Codere Online’s filings with the U.S. Securities and Exchange Commission (the “SEC”). All subsequent written and oral forward-looking statements concerning Codere Online or other matters and attributable to Codere Online or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.
Attachment
- Marcus Arildsson (https://ml-eu.globenewswire.com/Resource/Download/11bbf0bd-83ad-46e4-b3c2-e4d6411c021d)
EdgarFiling
EXHIBIT 99.2
| Codere Online Luxembourg, S.A.<br><br> <br><br><br> <br>Société anonyme<br><br> <br><br><br> <br>Registered office: 7, rue Robert Stümper L-2557 Luxembourg<br><br> <br><br><br> <br>Grand Duchy of Luxembourg<br><br> <br><br><br> <br>R.C.S. Luxembourg: B255798 |
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Conveningnotice to A General Meeting of the shareholders OF Codere Online Luxembourg, S.A. (the “Company”) to be held AT THE REGISTEREDOFFICE OF THE COMPANY ON DECEMBER 1, 2025 AT 3:00 P.M. (LUXEMBOURG TIME)
Dear Shareholders,
The board of directors of the Company (the "Board ofDirectors") is pleased to invite you to participate in a general meeting of shareholders of the Company (the "GeneralMeeting") to be held at the registered office of the Company on December 1, 2025 at 3:00 p.m. (Luxembourg time) with the following agenda items:
Agenda of the General Meeting
| 1. | Decision to appoint with immediate effect Mr. Oscar Iglesias to the Board of Directors until the annual<br>general meeting of the shareholders of the Company to be held in 2026 concerning the approval of the annual accounts of the Company for<br>the financial year ending on December 31, 2025. |
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Proposed resolution:
The General Meeting resolves to appoint with immediate effectMr. Oscar Iglesias as member of the Board of Directors until the annual general meeting of the shareholders of the Company to be heldin 2026 concerning the approval of the annual accounts of the Company for the financial year ending on December 31, 2025.
| 2. | Decision to extend until December 31, 2026, the authorization granted on March 3, 2025 for a period of<br>one year (i.e. until March 3, 2026), to the board of directors of the Company (the "Board of Directors") to repurchase<br>directly on the Nasdaq Stock Market up to one million (1,000,000) ordinary shares of the Company in issue (the "Shares")<br>for a purchase price per share ranging from one US dollar cent (USD 0.01) to ten US dollars (USD 10.00) (the "March 2025 ShareBuyback Authorisation"). |
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Proposed resolution:
The General Meeting resolves to extend until December 31,2026 the March 2025 Share Buyback Authorisation. As a result, the Board of Directors is authorized until December 31, 2026 to performrepurchase of Shares, always within the limits of the March 2025 Share Buyback Authorisation and applicable Luxembourg laws and in compliancewith US Securities laws and Nasdaq regulations.
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WE KINDLY ASK YOU TO PLEASE CAREFULLY READ AND FOLLOW THE RULES GOVERNINGTHE HOLDING OF THE GENERAL MEETING SET OUT HEREAFTER:
AVAILABLE INFORMATION AND DOCUMENTATION
The following information is available on the Company’s website: https://www.codereonline.com/
| · | this convening notice for the General Meeting (which includes draft resolutions in relation to the above<br>agenda points to be adopted at the General Meeting); and |
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| · | the Attendance and Proxy Form (as defined below and to be provided by the Depository (as defined below)<br>together with the convening notice for the General Meeting). |
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QUORUM AND MAJORITY
Please note that, in accordance with article 13.5 of the articles of association of the Company (the "Articles"), the resolutions on the agenda items of the General Meeting shall be validly passed if approved by a majority of votes cast in accordance with the voting arrangements and instructions set out in this Convening Notice, provided that at least 33 1/3% of the ordinary shares of the Company are present or represented at the General Meeting (the "Quorum").
In accordance with Article 13.12 of the Articles, Attendance and Proxy Forms which show neither a vote in favour, nor against the resolutions, nor an abstention, shall be void and shall not be taken into account for the determination of the Quorum.
RECORD DATE AND SHAREHOLDING CONFIRMATION CERTIFICATE
In accordance with Article 13.10 of the Articles, the Board of Directors has determined as the record date for admission to the General Meeting close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on November 4, 2025 (the "Record Date").
Any shareholder who holds one or more ordinary shares(s) of the Company on the Record Date may vote at the General Meeting. Shareholders who have transferred their ordinary shares between the Record Date and the date of the General Meeting cannot participate at the General Meeting. In case of breach of such prohibition, criminal sanctions may apply.
In accordance with article 13.11 of the Articles, shareholders wishing to participate in the General Meeting must provide the Company with a certificate issued by the Company's depository CONTINENTAL STOCK TRANSFER & TRUST CO (the "Depository") certifying the number of shares recorded in the relevant account on the Record Date or a brokerage statement showing proof of ownership of shares of the Company and the number of shares held on the Record Date (the "Shareholding Confirmation Certificate"). Please contact the Depository at [email protected] (in case your shares are held through book entries) or your broker (in case your shares are held through Cede & Co) on or as soon as possible after the Record Date to obtain such Shareholding Confirmation Certificate.
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The Shareholding Confirmation Certificate must be provided to [email protected] no later than 11:59 p.m. Luxembourg time (5:59 p.m. EST) on November 26, 2025.
Any Shareholding Confirmation Certificate provided after this date or certifying the number of shares recorded in the relevant account on a date other than the Record Date shall be considered void and the holder of the shares in question shall not be able to participate in the General Meeting.
PARTICIPATION IN THE GENERAL MEETING
Shareholders may physically attend, participate and vote in the General Meeting to be held at the registered office of the Company on December 1, 2025 at 3:00 p.m. (Luxembourg time).
If you wish to be represented at the General Meeting, or would like to express your vote at the General Meeting through voting form, in accordance with article 13.12 of the Articles, please use the attendance and proxy form (the "Attendance and Proxy Form"), which will be provided to you by the Depository together with the convening notice for the General Meeting and which is also available on the Company's website: https://www.codereonline.com/.
In that case we would be grateful if you could return the Attendanceand Proxy Form duly completed and signed by e-mail to [email protected] no later than close of business (11:59 p.m. Luxembourg time, 5:59 p.m. EST) on November 27, 2025.
Please note that Attendance and Proxy Forms received after this date will not be taken into account for the determination of the Quorum and the respective holders of shares will not be able to participate in the General Meeting.
For any technical questions relating to your participation in the General Meeting, please contact Guillermo Lancha, Director of Investor Relations**,** at [email protected].
DATA PROTECTION
In the context of the organization and holding of the General Meeting, the Company processes personal data concerning its shareholders or individuals relating to its shareholders, in accordance with the applicable legislation and in particular the General Data Protection Regulation (EU) 2016/679, and as further described in our data protection notice attached as Annex I hereto.
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On behalf of the Board of Directors, we thank you for your continued support.
Sincerely,
/s/ Gonzaga Higuero
Gonzaga Higuero, Chairman of the Board of Directors
Luxembourg, on November 13, 2025
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ANNEX I
PRIVACY NOTICE
| 1. | scope |
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| 1.1 | This data protection notice ("Notice")<br>informs you about the processing of your personal data or that of the shareholder's representative(s) by Codere Online Luxembourg, S.A.<br>(the "Company") in the context of the organization and holding of general meetings<br>of shareholders. |
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| 1.2 | Personal data provided to the Company will be processed in compliance<br>with the requirements of the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data<br>and on the free movement of such data as may be amended from time to time ("GDPR")<br>and any applicable implementing legislation. |
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| 1.3 | This Notice sets out how the Company will process personal data about<br>its shareholders or their representatives. |
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| 2. | Identity of the controller of your personal data |
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| 2.1 | The controller is: |
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Codere Online Luxembourg, S.A.
7, rue Robert Stümper L-2557 Luxembourg
Grand Duchy of Luxembourg
R.C.S. Luxembourg: B 255798
| 2.2 | You may contact the Company for all queries you have in relation to<br>this Notice using our contact details which can be found in Section 12 below "How to contact us". |
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| 3. | What categories of personal Data do we collect |
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When preparing its general meetings of shareholders, the Company processes the following categories of personal data:
| · | personal details (such as the name, address); |
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| · | contact details (e-mail address, telephone number); and |
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| · | information concerning the shares held (number of shares and type of<br>ownership). |
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In addition, the following categories of personal data will be processed:
| · | attendance to the general meetings of shareholders; |
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| · | as appropriate, the submission of countermotion. |
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Although the shares are registered, only the depository will be recorded in the share register.
| 4. | Where we obtain personal data from |
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The Company processes personal data:
| · | provided by you (or the shareholder to which you relate) in the course<br>of registering for the general meeting of shareholders; or |
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| · | transmitted by the depository institutions for the shareholder. |
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| 5. | Do you have to provide us with personal data? |
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| 5.1 | You are legally required to provide your personal data listed under<br>section 3 in order to attend the general meeting of shareholders and cannot exercise your shareholder rights at the general meeting of<br>shareholders without doing so. |
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| 6. | Do you have to inform your representative(s) and/or beneficial owner(s)? |
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| 6.1 | Where the shareholder is an undertaking, individual whose personal data<br>are provided for the purpose of organising and holding general meetings of shareholders shall be informed about the processing of their<br>personal data, as well as on their related rights and the Shareholder shall provide them with a copy of this Notice. |
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| 6.2 | The Company may assume that the Shareholder has complied with the undertakings<br>contained herein and that all individuals have been properly informed. |
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| 7. | Why we process personal data |
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The Company processes personal data for the following purposes and according to the following legal basis:
| · | in order to organize and hold general meetings of shareholders (necessary<br>for compliance with a legal obligation to which the Company is subject); |
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| · | to enable shareholders or their representatives to participate in general<br>meetings of shareholders and to exercise their rights (necessary for compliance with a legal obligation to which the Company is subject); |
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| --- | | · | in order to authorize proxies (necessary for the purposes of the Company's<br>legitimate interests); | | --- | --- | | · | where applicable, in connection with the establishment, exercise or<br>defense of legal claims (necessary for the purposes of the Company's legitimate interests). | | --- | --- |
Where the Company relies on its legitimate interests, you may request to be provided with our analysis of the balance of our interests against your rights and freedoms.
| 8. | Who we share personal data with and why |
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| 8.1 | Your personal data may be shared by the Company with the following entities: |
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| · | other shareholders who participate in the general meeting of shareholders<br>(as your name would be recorded in the list of participants); |
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| · | lawyers and notaries who assist us in organizing and holding the general<br>meeting of shareholders; |
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| · | the professional advisers of the Company (such as legal and tax counsels);<br>and |
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| · | other service providers of the Company. |
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| 8.2 | The Company will take all reasonable steps, as required by the GDPR,<br>to ensure the safety, privacy and integrity of your personal data and will, as required by the GDPR enter into contracts with such recipients<br>to protect the privacy and integrity of your personal data supplied. |
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| 8.3 | Please note that the Company may be required to publish your name on<br>its corporate website if you exercise certain shareholder rights (e.g. submitting requests for additions to the agenda). |
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| 9. | Transfers of personal data outside the europen economic area ("EEA") |
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| 9.1 | In principle, the Company and the third-party providers listed in Section<br>8 above "Who we share personal data with and why" will not transfer your personal data outside the EEA. |
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| 9.2 | The Company may from time to time use external service providers based<br>outside the EEA to whom personal data will be transferred for the printing and dispatching of shareholder notices, the receipt of registrations<br>and proxies, or the sending of communications to shareholders. In such case, you will be informed in due course and the Company will ensure<br>that your personal data is protected by either by an adequacy decision of the European Commission, or appropriate safeguards such as EU<br>model contracts. |
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| 10. | How long we keep personal data |
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| --- | | 10.1 | In accordance with the GDPR principles and in particular article 5 of<br>the GDPR (which lists the core principles relating to the processing of personal data), we do not keep your personal data for longer than<br>is necessary for the purposes for which they are processed by us. | | --- | --- | | 10.2 | Personal data collected in connection with general meetings of shareholders<br>will in principle be retained for five (5) years from the date the relevant general meeting is held. | | --- | --- | | 10.3 | Beyond this, the Company will retain your personal data where necessary<br>to comply with legal retention obligations under commercial and tax law (in principle 10 years), or in connection with the establishment,<br>exercise or defense of legal claims. | | --- | --- | | 11. | Your rights in respect of your personal data | | --- | --- | | 11.1 | You have certain rights under the GDPR, including: | | --- | --- | | · | The right to access your personal data, free of charge, including the right to ask for a copy of<br>your personal data where it does not adversely affect the rights and freedoms of others (please note that if you request any further hard<br>copies later on, we may charge you a reasonable fee based on administrative costs). | | --- | --- | | · | The right to have incomplete or inaccurate personal data corrected (including by means of providing<br>a supplementary statement). | | --- | --- | | 11.2 | In some limited circumstances: | | --- | --- | | · | the right to object to the use of your personal data (where processing is based on the Company's<br>legitimate interest); | | --- | --- | | · | the right to restrict the use of your personal data; | | --- | --- | | · | the right to require us to erase/delete your personal data; however, please note that if we process<br>your personal data in particular to comply with a legal obligation, we will not be able to respond positively to your request to erase/delete<br>your personal data. | | --- | --- | | · | the right to receive personal data which you have provided to us in a structured, commonly used and machine-readable<br>format and the right to transmit those data to another data controller; however, please note that this right to data portability<br>only arises where: (a) the processing is based on consent or on a contract; and (b) the processing is carried out by automated means,<br>and (c) it does not adversely affect the rights and freedoms of others. This data portability right also only applies to the data that<br>you have provided to us. | | --- | --- |
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| --- | | 11.3 | You are hereby informed that no automated decision making or profiling<br>is conducted. | | --- | --- | | 11.4 | You may contact us using our contact details which can be found in Section<br>12 below "How to contact us" if you would like to exercise such rights. We will respond to you as swiftly as possible. | | --- | --- | | 11.5 | In addition, you also have the right to ask questions or lodge a complaint<br>about our processing of your personal data with the relevant supervisory authority. You can complain in the EEA Member State where you<br>live or work, or that of the place where the alleged breach of the GDPR has taken place. In Luxembourg, the relevant supervisory authority<br>is the Commission Nationale pour la Protection des Données (CNPD). | | --- | --- | | 12. | How to contact us | | --- | --- |
If you want more details on the processing of your personal data, if you have any specific queries or concerns regarding the processing of your personal data, if you want to exercise your rights towards us or if you would like to make a complaint, do not hesitate to contact us at [email protected].
| 13. | Amendments to this Notice |
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| 13.1 | This Notice is kept under regular review and may be updated from time<br>to time and you will be notified in writing in case of any changes. |
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| 13.2 | This Notice was last updated in June 2024. |
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