13D Filings
Cellectis S.A.
CLLS
Amendment
Ownership

11.10%

Total Shares

10,599,440

Issuer CIK

1627281

CUSIP

15117K103

Event Date

Dec 2, 2025

Accepted

Dec 12, 2025, 04:05 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
Caisse des Depots
Other
11.10%10,599,440010,599,440
Bpifrance Participations S.A.
Other
10.00%9,559,53409,559,534
EPIC Bpifrance
Other
10.00%9,559,53409,559,534
Bpifrance S.A.
Other
10.00%9,559,53409,559,534
CDC Croissance S.A.
Other
1.10%1,039,90601,039,906
Disclosure Items (5)

Security Title

Ordinary Shares, nominal value EUR0.05 per share

Issuer Name

Cellectis S.A.

Issuer Address

8, rue de la Croix Jarry, Paris, I0, 75013

Principal Occupation

Information concerning the executive officers and directors of Bpifrance Participations, CDC Croissance S.A., CDC, EPIC and Bpifrance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference.

Convictions

None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: This Amendment is being filed to reflect a decrease in the Reporting Persons percentage ownership of the Issuer's Ordinary Shares and voting rights, which resulted from an increase in the number of Ordinary Shares and voting rights outstanding since the filing of Amendment No. 5 to the Schedule 13D and is not due to any transactions in the Ordinary Shares by the Reporting Persons. All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters.

Percentage of Class

Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations holds directly 5,873,247 Ordinary Shares, which represents approximately 8.1% of the Issuer's outstanding Ordinary Shares, and 9,559,534 voting rights related to such Ordinary Shares, which represents approximately 10.0% of outstanding voting rights, and (ii) CDC Croissance S.A., a wholly-owned subsidiary of CDC, holds, through CDC TECH CROISSANCE, 1,039,906 Ordinary Shares, which represents approximately 1.4% of the Issuer's outstanding Ordinary Shares, and 1,039,906 voting rights related to such Ordinary Shares, which represents approximately 1.1% of outstanding voting rights. As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owners of 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 5,873,247 Ordinary Shares and 9,559,534 voting rights, indirectly through its joint ownership and control of Bpifrance and (y) 1,039,906 Ordinary Shares and 1,039,906 voting rights, indirectly through its ownership of CDC Croissance. The percentage of Ordinary Shares and voting rights beneficially owned by each Reporting Person is based on 72,325,454 outstanding Ordinary Shares and 95,406,812 outstanding voting rights of the Issuer, as of November 30, 2025, as published by the Issuer on December 3, 2025. The amount of outstanding Ordinary Shares and voting rights disclosed in the prior sentence is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer has 100,325,454 outstanding Ordinary Shares and 105,406,812 outstanding voting rights, as of November 30, 2025, as published by the Issuer on December 3, 2025, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.9% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 9.1% of outstanding voting rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 1.0% of the Issuer's outstanding Ordinary Shares, and its voting rights represent approximately 1.0% of outstanding voting rights.

Number of Shares

Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See the information contained on the cover pages of this Amendment, which is incorporated herein by reference.

Transactions

Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2.

EX 99.1 - Joint Filing Agreement, dated as of February 12, 2021, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to Amendment No. 1 to Schedule 13D filed on February 12, 2021) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons

Cellectis S.A. — Schedule 13D | 13D Filings