[425] Criteo S.A. Business Combination Communication

Rhea-AI Filing Summary

Criteo S.A. announced that two major proxy advisory firms, Glass Lewis and ISS, recommend that shareholders vote “FOR” all proposals related to moving the company’s legal domicile from France to Luxembourg via a cross-border conversion and changing its listing structure. The plan would replace Criteo’s American Depositary Shares with ordinary shares that would be directly listed on Nasdaq. A general meeting of shareholders is scheduled for February 27, 2026, at 10:00 a.m. Paris time at the company’s Paris headquarters to seek approval for the conversion and related items.

Insights

Corporate governance analyst

Proxy advisors back Criteo’s move to Luxembourg and listing change.

Criteo has received support from Glass Lewis and ISS for proposals to shift its legal domicile from France to Luxembourg and to move from an American Depositary Share structure to directly listed ordinary shares on Nasdaq.

These recommendations often influence institutional investors, so alignment from both firms may increase the likelihood that the proposals gain sufficient shareholder support at the general meeting on February 27, 2026. The impact ultimately depends on how shareholders vote at that meeting.

The proposals, if approved, would alter Criteo’s corporate law framework and share structure, which can affect governance practices and how some investors hold the stock. Outcomes and any follow-on changes will be observable after the shareholder meeting on February 27, 2026.

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

February 13, 2026

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France

001-36153

Not Applicable

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

32 Rue Blanche

Paris

France

75009

(Address of principal executive offices)

(Zip Code)

+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:

☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share			CRTO			Nasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*						Nasdaq Global Select Market

*Not for trading, but only in connection with the registration of the American Depositary Shares.

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.    ☐

ITEM 8.01 Other Events.

On February 13, 2026, Criteo S.A. (the “Company”) issued a press release announcing that two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (or ISS), recommend that shareholders vote “FOR” all the proposals related to 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 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.

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

ITEM 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated February 13, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

						Criteo S.A.
Date: February 13, 2026			By:			/s/ Ryan Damon
			Name:			Ryan Damon
			Title:			Chief Legal and Transformation Officer