Criteo S.A.

Criteo S.A. announced it has entered into a Merger Agreement and Draft Terms to merge with and into its wholly-owned U.S. subsidiary, Criteo Holdings, Inc., with U.S. Criteo surviving. The cross-border merger is expected to become effective on January 1, 2027, and aims to position the surviving U.S. entity for broader inclusion in major U.S. stock indices. Under the agreement, Lux Criteo ordinary shares and equity awards will be exchanged for U.S. Criteo common stock on a one-to-one basis, subject to shareholder and regulatory approvals.

Criteo reported a significant decline in its second-quarter 2026 financial results, with net income falling 48.7% to $11.75 million and revenue decreasing 11.4% to $428.02 million compared to the prior year. Diluted EPS also dropped by 43.6% to $0.22. For the six months ended June 30, 2026, net income was down 67.7% to $20.33 million, and revenue decreased by 8.7% to $852.66 million. The company also completed its corporate redomiciliation from France to Luxembourg and increased its share repurchase program to $959.0 million.

Criteo S.A. reported a challenging second quarter for 2026, with revenue decreasing 11% to $428 million and net income falling 49% to $12 million year-over-year. The company also announced the appointment of Connor McGogney as its new Chief Financial Officer, effective August 10, 2026, replacing Sarah Glickman. Criteo updated its full-year 2026 guidance, projecting a further decline in Contribution ex-TAC, reflecting a more conservative business outlook.

Criteo S.A. entered into an amendment to its Multicurrency Revolving Facility Agreement to facilitate its planned corporate redomiciliation from France to Luxembourg and potentially to the United States. The amendment specifies that Criteo S.A. will cease to be a borrower upon its Luxembourg redomiciliation, while remaining a guarantor, and a future U.S. entity will have the option to accede as a borrower. Concurrently, the company requested a 364-day extension of the facility's termination date and made administrative updates to certain definitions within the agreement.

Criteo S.A. announced the completion of its redomiciliation from France to Luxembourg on July 29, 2026. In connection with this, the company terminated its American Depositary Share (ADS) program, with ADS holders receiving one ordinary share per ADS, and its ordinary shares began trading directly on Nasdaq under the symbol "CRTO". The Board of Directors also approved a subsequent transfer of the company's legal domicile from Luxembourg to the United States via a cross-border merger, which is expected to be completed in January 2027, subject to shareholder approval. This move is anticipated to enhance shareholder value by positioning Criteo for U.S. index inclusion, providing greater capital management flexibility, and increasing stock liquidity.

Criteo S.A. held its 2026 Annual Combined General Meeting of Shareholders on June 29, 2026, where all proposed resolutions were approved. Shareholders renewed the terms of four directors: Michael Komasinski, Marie Lalleman, Ernst Teunissen, and Edmond Mesrobian. Additionally, the Board was delegated authority to execute a share buyback program and grant stock options. The company also amended its By-laws to comply with new French Commercial Code provisions, changing the record date for shareholder meetings to five business days prior.

Criteo S.A. reported a decline in its first-quarter 2026 financial results, with revenue decreasing to $424.6 million and net income falling significantly to $8.6 million. The company also announced an increase in its share repurchase program to $959.0 million and incurred $5.7 million in restructuring costs as part of a cost-reduction plan. Additionally, shareholders approved the transfer of the company's legal domicile from France to Luxembourg, with a potential subsequent transfer to the United States.

Criteo reported Q1 2026 financial results with revenue of $425 million, a 6% decrease year-over-year, and net income of $9 million, a significant 79% drop. Diluted EPS also fell 77% to $0.15. The company deployed $31 million for share repurchases and made progress on its AI roadmap and platform expansion, but lowered its full-year 2026 Contribution ex-TAC guidance due to a challenging macro environment and client scope changes.

Criteo S.A. filed updated by-laws as of April 28, 2026, outlining its corporate structure, share capital, and governance framework. The updated by-laws detail the composition and powers of the Board of Directors, executive management, and procedures for general shareholders' meetings, including voting requirements and dividend distribution. The company's share capital is €1,343,222.375, divided into 53,728,895 shares with a par value of €0.025 each.

Criteo S.A. filed Amendment No. 1 to its 2025 Form 10-K to include information required by Part III, which was previously omitted. This amendment was necessary because the company will not file its annual meeting definitive proxy statement within 120 days of the fiscal year-end. The amendment also updates Section 302 Sarbanes-Oxley Act certifications, but no financial statements or other disclosures from the original 10-K have been modified.