Criteo S.A. 8-K

What Happened
Criteo S.A. announced that, following a favorable opinion from its works council, its Board of Directors approved the previously announced proposed transfer of the company’s legal domicile from France to Luxembourg via a cross-border conversion. The Board also approved replacing the company’s American Depositary Shares (ADSs) structure with ordinary shares that would be directly listed on Nasdaq. The company filed the announcement in an 8-K dated January 7, 2026; a press release is attached as Exhibit 99.1.

Key Details

• A shareholders’ General Meeting is scheduled for February 27, 2026 at 10:00 a.m. Paris time at the company’s registered office (32 Rue Blanche, 75009 Paris) to vote on the Conversion and related proposals.
• Ordinary shareholders of record at the close of business on February 25, 2026 will be entitled to vote at the General Meeting.
• ADS holders of record at the close of business on January 20, 2026 will be entitled to instruct the depositary how to vote the underlying shares (holders through brokers/nominees should follow their broker’s instructions).
• The 8-K was signed by CFO Sarah Glickman on January 7, 2026.

Why It Matters
If shareholders approve the Conversion, Criteo’s legal domicile change and the replacement of ADSs with directly listed ordinary Nasdaq shares will change how U.S. investors hold and trade the company’s securities (ADS holders will need to follow depositary instruction procedures). The vote and the record dates are the immediate actionable items for investors who want to participate. The filing does not provide timing or tax implications of the Conversion — those details would typically follow if the proposals are approved.