Criteo S.A. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Criteo S.A. on February 3, 2022, with the earliest event reported on that date. The filing primarily serves to announce the upcoming release of financial results for the quarter ended December 31, 2021, and to report an amendment to the Company's By-laws.
Key Financial Metrics
This filing does not contain specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity figures. The document states that the Company will issue a press release and hold a conference call on February 9, 2022, regarding these results. The press release, furnished as Exhibit 99.1, contains the detailed financial metrics and non-GAAP reconciliations.
Material Changes
The filing reports a material change to the Company's capital structure effective December 31, 2021:
- Share Capital Increase: Increased from €1,642,079.925 to €1,647,083.675.
- Share Count Increase: The number of shares increased from 65,683,197 to 65,883,347.
- Par Value: Remained constant at €0.025 per share.
Guidance, Outlook, and Risks
The filing references non-GAAP financial information that will be discussed in the upcoming press release and conference call. It explicitly states that the information furnished in this Item 2.02 and Exhibit 99.1 is not deemed "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated. No specific guidance, outlook, or risk factors are detailed within the text of this 8-K form itself.
Investor Verification Checklist
- Review the press release dated February 9, 2022 (Exhibit 99.1) for actual Q4 2021 revenue, profit, and cash flow figures.
- Verify the reconciliation of non-GAAP financial measures to GAAP measures in the attached press release.
- Confirm the updated share capital and share count details in the amended By-laws (Exhibit 3.1).
- Note that the financial data in this 8-K is not "filed" under Section 18 of the Exchange Act.