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 January 7, 2026. The filing addresses a significant corporate governance event regarding the Company's legal domicile and share structure.
Key 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 structural changes rather than financial performance.
Material Changes and Corporate Actions
- Legal Domicile Transfer: The Board of Directors approved the transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion.
- Share Structure Change: The Company will replace its American Depositary Shares (ADS) structure with ordinary shares to be directly listed on the Nasdaq Global Select Market.
- Works Council Approval: The proposed conversion received a favorable opinion from the Company's works council.
Outlook, Governance, and Next Steps
- Shareholder Meeting: A general meeting of shareholders is scheduled for February 27, 2026, at 10:00 a.m. Paris time, to approve the conversion and related proposals.
- Record Dates:
- Ordinary Shares: February 25, 2026 (close of business).
- ADS Holders: January 20, 2026 (close of business) to instruct the depositary on voting.
- Location: The meeting will be held at the Company's registered office at 32 Rue Blanche, 75009 Paris, France.
Investor Verification Checklist
- Confirm the record date for ADS holders (January 20, 2026) to ensure voting eligibility.
- Review the attached press release (Exhibit 99.1) for detailed terms of the cross-border conversion.
- Monitor the outcome of the shareholder vote scheduled for February 27, 2026.
- Verify the transition timeline for the delisting of ADSs and the direct listing of ordinary shares on Nasdaq.