$CRTO·8-K

Criteo S.A. · Apr 28, 4:19 PM ET

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Criteo S.A. 8-K

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Criteo S.A. Amends By‑laws, Reduces Share Capital

What Happened
Criteo S.A. filed a Form 8‑K on April 28, 2026, disclosing that its Board of Directors amended and restated the company's By‑laws (statuts). Article 6 was revised effective April 28, 2026 to set the company's share capital at €1,343,222.375, divided into 53,728,895 shares with a par value of €0.025 each. This represents a decrease from the prior share capital of €1,391,497.375, which was divided into 55,659,895 shares (par value €0.025 each). The amended By‑laws (English translation) are attached as Exhibit 3.1 to the filing.

Key Details

  • Filing: Form 8‑K filed April 28, 2026.
  • New share capital: €1,343,222.375, divided into 53,728,895 shares (par value €0.025).
  • Previous share capital: €1,391,497.375, divided into 55,659,895 shares (par value €0.025).
  • Amended By‑laws (English translation) included as Exhibit 3.1.

Why It Matters
The company’s charter documents now reflect a lower registered share capital and a reduced number of shares. Investors should use the updated share count and capital figures when calculating per‑share metrics and reviewing the company’s capital structure. The 8‑K does not state the reason for the decrease, so shareholders may want to watch for further disclosures explaining whether this change follows share cancellations, capital reorganization, or other corporate actions.

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