UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01 | Other Events. |
On January 7, 2026, Criteo S.A. (the “Company”) issued a press release announcing that, following the favorable opinion of its works council, its Board of Directors (the “Board”) has approved the previously announced proposed transfer of the Company’s legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and the replacement of its American Depositary Shares (“ADS”) structure with ordinary shares to be directly listed on Nasdaq.
A general meeting of the Company’s shareholders will be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company’s registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company’s shareholders for the Conversion and certain related proposals (the “General Meeting”).
The Board has fixed the close of business on February 25, 2026 as the ordinary record date for the General Meeting, meaning that ordinary shareholders of record at that time will be entitled to vote at the General Meeting. The depositary of the ADSs has fixed the close of business on January 20, 2026 as the ADS record date for the General Meeting, meaning that ADS holders of record at that time will be entitled to instruct the depositary how to vote their underlying shares (those who hold ADSs through a broker, bank or other nominee should follow the instructions that their broker, bank or other nominee provides).
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 7, 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: January 7, 2026 | By: | /s/ Sarah Glickman | ||||
| Name: | Sarah Glickman | |||||
| Title: | Chief Financial Officer | |||||