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 13, 2026. The filing addresses a significant corporate governance event regarding the Company's proposed cross-border conversion to transfer its legal domicile from France to Luxembourg and the restructuring of its share listing on the Nasdaq Global Select Market.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate events and does not contain financial performance data.
Material Changes
The primary material event is the announcement that two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS), have recommended that shareholders vote "FOR" all proposals related to the Conversion. This recommendation supports the previously announced plan to move the legal domicile to Luxembourg and replace the American Depositary Shares structure with directly listed ordinary shares.
Outlook and Management Commentary
- Shareholder Meeting: A general meeting of shareholders is scheduled for February 27, 2026, at 10:00 a.m. Paris time at the Company's registered office in Paris, France.
- Agenda: The meeting will seek shareholder approval for the Conversion and certain related proposals.
- Management Action: The Company issued a press release (Exhibit 99.1) detailing the proxy advisory recommendations.
Key Facts for Investor Verification
- Verify the specific terms of the cross-border conversion from France to Luxembourg.
- Confirm the details of the transition from American Depositary Shares to directly listed ordinary shares on Nasdaq.
- Review the full text of the press release attached as Exhibit 99.1 for additional context on the proxy recommendations.
- Monitor the outcome of the shareholder vote scheduled for February 27, 2026.