Criteo S.A. Amends Multicurrency Revolving Credit Facility Ahead of Redomiciliation

What Happened

• On July 29, 2026, Criteo S.A. announced an amendment to its Multicurrency Revolving Facility Agreement (originally dated Sept. 27, 2022; amended Nov. 17, 2023). The Amendment was entered into with Société Générale acting for and on behalf of the lenders.
• The Amendment reflects Criteo’s planned corporate redomiciliation steps: a cross‑border conversion from France to Luxembourg (to become “Lux Criteo”) and a contemplated later redomiciliation from Luxembourg to the United States (potential successor “U.S. Criteo”). Subject to conditions, Criteo S.A. will cease to be a borrower under the facility but will remain a guarantor; Criteo Technology SAS and Criteo Corp. will continue as borrowers. U.S. Criteo would have the option to accede as a borrower if the U.S. redomiciliation occurs.

Key Details

• Amendment date: July 29, 2026; Credit Agreement origination: Sept. 27, 2022 (amended Nov. 17, 2023).
• Criteo S.A. will resign as borrower upon completion of the France→Luxembourg conversion, but will remain bound as a guarantor.
• The company concurrently delivered a request to extend the facility’s Termination Date by 364 days.
• Amendment updates include timeline changes for the first extension option and definitional changes (e.g., “Adjusted Consolidated EBITDA” and the “Women in Tech” definition used for sustainability provisions).

Why It Matters

• The amendment changes which legal entities are directly responsible for borrowing under the revolving facility and preserves Criteo S.A.’s guarantee exposure, affecting the company’s legal and credit structure (no change disclosed to the lenders’ economic rights).
• The 364‑day extension request and earlier extension timeline may affect the company’s near‑term liquidity planning and the availability of the credit facility.
• Definitional and jurisdictional updates align the credit agreement with the company’s planned corporate moves and with Luxembourg/U.S. law, which could alter how covenants, guarantees, or insolvency provisions apply as the company changes domicile.

Exhibit: Amendment filed as Exhibit 10.1 to the Form 8‑K.