Criteo S.A. 8-K

What Happened
Criteo S.A. announced on February 13, 2026 (via an 8‑K and attached press release) that two leading independent proxy advisory firms—Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS)—recommend that shareholders vote “FOR” all proposals tied to the company’s proposed cross‑border conversion of its legal domicile from France to Luxembourg and the replacement of its American Depositary Shares structure with ordinary shares to be directly listed on Nasdaq. A general meeting of shareholders 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 these proposals.

Key Details

• Press release dated February 13, 2026 announced the proxy recommendations (attached as Exhibit 99.1).
• Glass Lewis and ISS both recommended voting “FOR” all proposals related to the Conversion and related matters.
• Shareholder vote is set for February 27, 2026 at 10:00 a.m. (Paris time).
• Proposal includes a cross‑border conversion from France to Luxembourg and replacing ADSs with ordinary shares for a direct Nasdaq listing.

Why It Matters
Proxy advisory firm endorsements can significantly influence shareholder voting outcomes. If shareholders approve the proposals at the February 27 meeting, Criteo’s legal domicile would move to Luxembourg and its ADS structure would be replaced by ordinary shares directly listed on Nasdaq—changes that affect the company’s corporate form and how its shares are traded. Investors should watch the shareholder vote result and company communications for next steps and timing.