SCHEDULE: Bpifrance Group Adjusts Cellectis S.A. Ownership Stake

Bpifrance and Caisse des Depots group's beneficial ownership percentage in Cellectis S.A. decreased due to an increase in the issuer's outstanding shares and voting rights, not through direct transactions.

Summary

• Bpifrance Participations S.A., Caisse des Depots, CDC Croissance S.A., EPIC Bpifrance, and Bpifrance S.A. (collectively, the "Reporting Persons") filed Amendment No. 6 to their Schedule 13D.
• The amendment reflects a decrease in the Reporting Persons' percentage ownership of Cellectis S.A.'s Ordinary Shares and voting rights.
• This decrease resulted from an increase in the number of outstanding Ordinary Shares and voting rights of Cellectis S.A. since the previous filing (Amendment No. 5), and not from any transactions by the Reporting Persons.
• As of the filing date, Bpifrance Participations directly holds 5,873,247 Ordinary Shares (approximately 8.1% of outstanding shares) and 9,559,534 voting rights (approximately 10.0% of outstanding voting rights).
• CDC Croissance S.A. directly holds 1,039,906 Ordinary Shares (approximately 1.4% of outstanding shares) and 1,039,906 voting rights (approximately 1.1% of outstanding voting rights).
• Bpifrance, EPIC, and Caisse des Depots hold indirect beneficial ownership through their control or ownership of Bpifrance Participations and CDC Croissance.
• The percentages are based on 72,325,454 outstanding Ordinary Shares and 95,406,812 outstanding voting rights of Cellectis S.A. as of November 30, 2025, calculated under U.S. law.
• Under French law, which includes treasury shares, Cellectis S.A. had 100,325,454 outstanding Ordinary Shares and 105,406,812 outstanding voting rights as of November 30, 2025.

Sentiment

Score: 5

Explanation: The filing is largely neutral, reporting a factual change in percentage ownership due to dilution from increased outstanding shares, rather than active buying or selling by the reporting persons. There are no explicit positive or negative operational or financial developments for the issuer.

Positives

• The decrease in percentage ownership was not due to sales by the Reporting Persons, indicating a continued investment intent rather than a divestment strategy.

Negatives

• The Reporting Persons' percentage ownership and associated voting power in Cellectis S.A. have decreased, which could be perceived as a dilution of their influence relative to the total outstanding shares.

Risks

• The Reporting Persons retain the right to change their investment intent, acquire additional shares, or sell/dispose of their current holdings in the future, which introduces uncertainty for other investors.

Future Outlook

The Reporting Persons acquired their shares for investment purposes and retain the right to change their investment intent, acquire additional securities, or sell their holdings in the future. They may also consider and formulate plans regarding matters described in Item 4(a)-(j) of Schedule 13D instructions, including discussions with management or the board.

Industry Context

This filing is a routine ownership disclosure and does not provide specific industry context or relate to broader industry trends or competitors beyond the direct ownership of Cellectis S.A. by French state-backed investment entities.

Stakeholder Impact

• Existing shareholders of Cellectis S.A. experience a slight dilution of voting power as the total number of outstanding shares and voting rights has increased.

Next Steps

• Reporting Persons may consider acquiring additional Ordinary Shares or other securities of Cellectis S.A.
• Reporting Persons may consider selling or otherwise disposing of all or part of their beneficially owned Ordinary Shares or other securities.
• Reporting Persons may engage in ordinary course transactions with financial institutions regarding Cellectis S.A. securities.
• Reporting Persons may hold discussions or make formal proposals to Cellectis S.A. management or board regarding investment matters.

Key Dates

Keywords

Cellectis, Bpifrance, Caisse des Depots, Schedule 13D, Beneficial Ownership, Voting Rights, Ordinary Shares, Equity Stake, Dilution