SEC Form 8-K filed by Criteo S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

January 7, 2026

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

+33 17 585 0939

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On January 7, 2026, Criteo S.A. (the “Company”) issued a press release announcing that, following the favorable opinion of its works council, its Board of Directors (the “Board”) has approved the previously announced proposed transfer of the Company’s legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and the replacement of its American Depositary Shares (“ADS”) structure with ordinary shares to be directly listed on Nasdaq.

A general meeting of the Company’s shareholders will be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company’s registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company’s shareholders for the Conversion and certain related proposals (the “General Meeting”).

The Board has fixed the close of business on February 25, 2026 as the ordinary record date for the General Meeting, meaning that ordinary shareholders of record at that time will be entitled to vote at the General Meeting. The depositary of the ADSs has fixed the close of business on January 20, 2026 as the ADS record date for the General Meeting, meaning that ADS holders of record at that time will be entitled to instruct the depositary how to vote their underlying shares (those who hold ADSs through a broker, bank or other nominee should follow the instructions that their broker, bank or other nominee provides).

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.