8-K
Criteo S.A. (CRTO)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 27, 2026
Date of Report (Date of earliest event reported)
CRITEO S.A.
(Exact name of registrant as specified in its charter)
| France | 001-36153 | Not Applicable | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) | 32 Rue Blanche | Paris | France | 75009 | |
| --- | --- | --- | --- | ||||
| (Address of principal executive offices) | (Zip Code) |
+33 17 585 0939
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which registered |
|---|---|
| American Depositary Shares, each representing one ordinary share, nominal value 0.025 per share | Nasdaq Global Select Market |
| Ordinary Shares, nominal value 0.025 per share* | Nasdaq Global Select Market |
All values are in Euros.
*Not for trading, but only in connection with the registration of the American Depositary Shares.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On February 27, 2026, a general meeting of the shareholders of Criteo S.A., a French public limited liability company (“French Criteo”), was held at its registered office at 32 Rue Blanche, 75009 Paris, France (the “General Meeting”), at which a quorum was present. The outcome, along with the number of votes cast for and against and the number of abstentions and broker non-votes, with respect to each matter voted upon at the General Meeting are set forth below. References herein to “Criteo” or the “Company” are to, in respect of the time period prior to the Effective Time (as defined below), French Criteo and, in respect of the time period following the Effective Time, Lux Criteo (as defined below). Broker non-votes are inapplicable as to each of the proposals.
1.The proposal to convert French Criteo, without being dissolved, wound up or placed into liquidation, into a public limited liability company (société anonyme) governed by the laws of the Grand Duchy of Luxembourg (such entity, “Lux Criteo” and such transaction, the “Conversion”), thereby transferring its registered office (siège statutaire) and central administration (administration centrale) to the Grand Duchy of Luxembourg, while retaining its legal personality and continuing the terms of office of its directors as of the effective time of the Conversion (the “Effective Time”), i.e., the date of enactment of the Constat Deed (as defined below) by the Luxembourg notary upon the completion of the legality control of the Conversion (the “Conversion Proposal”), was approved based upon the following votes:
| Voted For | Voted Against | Abstained |
|---|---|---|
| 50,511,371 | 114,993 | 37,908 |
2.The proposal, after having acknowledged the report prepared by the board of directors of the Company in accordance with Article 420-26(5) of the Luxembourg Company Law (attached as Annex B to the proxy statement / prospectus mailed to the Company’s shareholders in connection with the General Meeting (the “Proxy Statement / Prospectus”)) detailing the reasons for the proposal to authorize the board of directors of Lux Criteo to limit or withdraw the shareholders’ preferential subscription rights in respect of the issuance of any new shares from Lux Criteo’s authorized share capital, to adopt the articles of association of Lux Criteo, attached as Annex C to the Proxy Statement / Prospectus (the “Lux Articles”), to be effective as of the Effective Time, which, among other things, provide for: (a) an authorized share capital, excluding the issued and outstanding share capital as of the Effective Time, set at an amount equal to 10% of the issued and outstanding share capital of the Company at the Effective Time, as confirmed in the acknowledgment (constat) deed enacted by the Luxembourg notary in the context of the Conversion (the “Constat Deed”), rounded down to the nearest whole number, which consists of a number of shares equal to such authorized share capital divided by the per share nominal value of EUR 0.025; (b) an authorization for the board of directors of Lux Criteo, for a period of five years from the Effective Time, to (i) issue new shares with or without share premium, having the same rights as the existing shares, any subscription and/or conversion rights, including options, time-based restricted stock units, performance-based restricted stock units, warrants or similar instruments and any other instruments convertible into or repayable by or exchangeable for new shares, and to limit or withdraw the shareholders’ preferential subscription rights to the new shares in accordance with the Article 420-26(5) of the Luxembourg law dated 10 August 1915 on commercial companies, as amended, (the “Luxembourg Company Law”), and (ii) proceed to a gratuitous allocation of existing shares or shares to be issued from and within the limits of the authorized share capital; (c) an authorization to the board of directors of Lux Criteo for a period of 18 months from the Effective Time to acquire up to 11,000,000 shares (for the avoidance of doubt, this number does not include the shares acquired and held in treasury by the Company prior to the Effective Time) and hold its own shares, in accordance with, Article 430-15(1) of the Luxembourg Company Law and the conditions set forth in the Lux Articles; and (d) an authorization to the board of directors of Lux Criteo for a period of five years from the Effective Time to proceed with the cancellation of any own shares held in treasury from time to time, including the cancellation of any treasury shares acquired by the Company prior to the Effective Time (the “Charter Proposal”), was approved based upon the following votes:
| Voted For | Voted Against | Abstained |
|---|---|---|
| 50,496,642 | 109,905 | 57,725 |
3.The proposal to appoint Deloitte Audit, a private limited liability company (société à responsabilité limitée), having its registered office at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg, Grand Duchy of Luxembourg and registered with the RCS Luxembourg under number B67895, as statutory auditor (réviseur d’entreprises agréé) of the Company, as of the Effective Time, for a mandate expiring at the second annual meeting of the Company following the Effective Time (the “Auditor Proposal”), was approved based upon the following votes:
| Voted For | Voted Against | Abstained |
|---|---|---|
| 50,540,892 | 73,499 | 49,881 |
4.The proposal to approve, authorize and empower the board of directors of the Company or any person duly appointed and authorized by the board of directors of the Company, acting individually with full power of substitution and full power of sub-delegation, in the name and on behalf of the Company, (i) for the purposes of the Constat Deed to be passed by the Luxembourg notary in the context of the Conversion, to confirm the following information to the Luxembourg notary as of the date of the Constat Deed: (a) the name, professional address and the terms of office of the directors of the Company; (b) the amount of the issued share capital, the number of ordinary shares and the nominal value of each ordinary share of the Company, for the purposes of including in Article 5.1 of the Lux Articles the correct amount of issued share capital, the number of ordinary shares and nominal value of each ordinary share of the Company; and (c) the satisfaction or waiver of any conditions precedent to the Conversion set forth in the Draft Terms of Cross-Border Conversion of Criteo, dated January 6, 2026, which is attached to the Proxy Statement / Prospectus as Annex D, and (ii) to effect, implement and carry out any actions, steps, formalities or execute any documents, confirmations, acknowledgments, notices as our board of directors or such delegate deems relevant, necessary or appropriate, in its sole discretion, in connection with the passing of the Constat Deed before the Luxembourg notary and the Conversion (the “Delegation Proposal”), was approved based upon the following votes:
| Voted For | Voted Against | Abstained |
|---|---|---|
| 50,498,779 | 98,775 | 66,718 |
5.The proposal to approve the adjournment or postponement of the General Meeting to a later date or dates to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Conversion Proposal, the Charter Proposal, the Auditor Proposal or the Delegation Proposal, was approved based upon the following votes:
| Voted For | Voted Against | Abstained |
|---|---|---|
| 49,926,093 | 692,039 | 46,140 |
| ITEM 8.01 | Other Events. | |
| --- | --- |
On February 27, 2026, the Company issued a press release announcing its shareholders’ approval of the matters voted upon at the General Meeting. A copy of the press release is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit<br>Number | Description |
| --- | --- |
| 99.1 | Press Release dated February 27, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Criteo S.A. | ||
|---|---|---|
| Date: February 27, 2026 | By: | /s/ Ryan Damon |
| Name: | Ryan Damon | |
| Title: | Chief Legal and Transformation Officer |
criteoreceivesshareholde
Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg NEW YORK, Feb. 27, 2026 – Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, announced today that its shareholders have approved all the proposals with overwhelming support at its general meeting of shareholders on February 27, 2026. As previously announced, Criteo expects to complete the pending transfer of the Company’s legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) in the third quarter of 2026, subject to customary conditions. “On behalf of the Board of Directors and management, we thank our shareholders for their strong support of Criteo’s redomiciliation from France to Luxembourg. This vote represents an important milestone and sets Criteo on course to become a Luxembourg company in the third quarter of 2026, increasing our strategic flexibility and strengthening our ability to deliver sustainable long- term value for our shareholders,” said Frederik Van der Kooi, Chairman of the Board of Directors. Additional details regarding the voting results can be found in a Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission, which is available on the Company’s investor website and at www.sec.gov. Criteo’s Board of Directors believes the Conversion and the replacement of its American Depositary Shares (“ADSs”) structure with ordinary shares to be directly listed on Nasdaq will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits, including: Positioning Criteo for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria, thereby expanding the Company's access to passive investment capital, triggering associated benchmarking from actively managed funds and broadening its shareholder base; Providing greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares; and Eliminating fees and complexities associated with ADSs potentially increasing stock liquidity. Contacts Investor Relations Melanie Dambre, m.dambre@criteo.com Public Relations Jessica Meyers, j.meyers@criteo.com About Criteo
Criteo (NASDAQ: CRTO) is the global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales—powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. For more information, please visit www.criteo.com. Forward-Looking Statements Disclosure This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements with respect to the redomiciliation from France to Luxembourg, the objectives, benefits, and completion of the transaction, and the assumptions underlying such statements. By way of illustration, words such as “anticipate”, “believe”, “expect”, “intend”, “estimate”, “project”, “will”, “should”, “could”, “may”, “predict” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. We base forward-looking statements on our current assumptions, expectations, estimates and projections about us and the markets that we serve in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and often outside of our control. Therefore, actual outcomes and results may differ materially from those expressed in forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including, among others: failure to satisfy any of the other conditions to the transaction, including the condition that the option to withdraw shares for cash in connection with the transaction is not exercised above a certain threshold; the transaction not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the transaction; failure to list our shares on Nasdaq following the transaction or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the transaction; the disruption of current plans and operations by the transaction; the disruption to our relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the transaction, including our anticipated growth rate and market opportunity; changes in shareholders’ rights as a result of the transaction; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program; difficulty in adapting to operating under the laws of Luxembourg; following the completion of the transaction, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the transaction; changes in general political, economic and competitive conditions and specific market conditions; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Criteo’s filings with the U.S. Securities and Exchange Commissions (the “SEC”) and reports, including Criteo’s Annual Report on Form 10-
K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, subsequent Quarterly Reports on Form 10-Q and the proxy statement/prospectus filed with the SEC under Rule 424(b)(3) on January 22, 2026 in connection with the transaction, as well as future filings and reports by Criteo. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this communication. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise. Additional Information and Where to Find It In connection with the transaction, Criteo filed with the SEC a Registration Statement on Form S-4 and a proxy statement/prospectus under Rule 424(b)(3) on January 22, 2026 that includes a proxy statement for a special meeting of Criteo’s shareholders to approve the transaction and also constitutes a prospectus. The definitive proxy statement / prospectus was mailed to Criteo’s shareholders as of the record date established for voting on the transaction and the other proposals relating to the transaction set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the transaction. This communication is not a substitute for the registration statements, the proxy statement / prospectus or any other document that Criteo may file with the SEC with respect to the transaction (if and when available). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRITEO AND THE TRANSACTION. Shareholders are able to obtain copies of these materials and other documents containing important information about Criteo and the transaction free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Criteo are made available free of charge on Criteo’s investor relations website at https://criteo.investorroom.com. No Offer or Solicitation This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.