Criteo S.A. 8-K

What Happened

• On February 27, 2026, Criteo S.A. held a shareholder meeting and approved a cross‑border conversion of the company from a French société to a Luxembourg société anonyme (Lux Criteo). The Conversion will take effect upon enactment of the Constat Deed by a Luxembourg notary (the “Effective Time”).
• Shareholder votes on principal matters: Conversion (For 50,511,371; Against 114,993; Abstained 37,908); adoption of the Luxembourg articles/authorizations (For 50,496,642; Against 109,905; Abstained 57,725); appointment of Deloitte Audit as statutory auditor (For 50,540,892; Against 73,499; Abstained 49,881); delegation for notarization/implementation steps (For 50,498,779; Against 98,775; Abstained 66,718). A separate vote approving authority to adjourn if needed passed (For 49,926,093; Against 692,039; Abstained 46,140).
• The company issued a press release on February 27, 2026 announcing the shareholder approvals (Exhibit 99.1).

Key Details

• The Lux Articles set an authorized share capital equal to 10% of issued and outstanding shares at the Effective Time (shares calculated using a EUR 0.025 nominal value per share).
• Board authorities approved:
  • For 5 years: power to issue new shares (with or without premium) and to limit/withdraw shareholders’ preferential subscription rights under Luxembourg law.
  • For 5 years: power to cancel treasury shares.
  • For 18 months: ability to acquire up to 11,000,000 shares (in addition to any treasury shares held prior to the Effective Time).
• Deloitte Audit appointed as statutory auditor for a mandate expiring at the second annual meeting after the Effective Time.

Why It Matters

• The approved conversion changes Criteo’s legal domicile and governing company law from France to Luxembourg, which affects the legal regime that governs corporate actions (e.g., share issuances, buybacks, governance rules) going forward.
• The board’s newly approved share issuance and buyback authorities give management flexibility to raise capital, grant equity awards, or repurchase shares — actions that can affect share supply and investor returns.
• The auditor appointment and formal delegation to execute the Constat Deed are procedural but necessary steps to complete the conversion; the conversion becomes effective only after the Luxembourg notary completes the legality control.