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Criteo (NASDAQ: CRTO) updates bylaws to reflect reduced share capital

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Criteo S.A. amended and restated its by-laws, updating the article that defines the company’s share capital. As of April 28, 2026, share capital is €1,343,222.375, divided into 53,728,895 ordinary shares with a par value of €0.025 each, reduced from €1,391,497.375 and 55,659,895 shares previously.

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Insights

Criteo updates bylaws to reflect a modest share capital reduction.

Criteo S.A. revised its by-laws so the stated share capital now matches a lower number of ordinary shares, moving from 55,659,895 to 53,728,895 shares, each with a par value of €0.025, and from €1,391,497.375 to €1,343,222.375.

This type of change is a technical governance update, aligning the company’s constitutional documents with its current capital structure. The filing does not describe broader strategic moves or operating changes, so the direct impact on the business outlook appears limited.

Investors evaluating Criteo’s equity structure can note the revised share and capital figures as of April 28, 2026. Further details of the amended by-laws are contained in the referenced Exhibit 3.1, which provides the full English translation of the updated document.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New share capital €1,343,222.375 As of April 28, 2026 after by-law amendment
Previous share capital €1,391,497.375 Before April 28, 2026 amendment
New shares outstanding per bylaws 53,728,895 shares Stated in amended Article 6 as of April 28, 2026
Previous shares outstanding per bylaws 55,659,895 shares Stated in prior version of Article 6
Par value per share €0.025 per share Applies to both previous and new share counts
By-laws (statuts) regulatory
"the Board of Directors of the Company amended and restated the By-laws (statuts) of the Company"
share capital financial
"Article 6 of the By-laws has been amended to provide that, as of April 28, 2026, the Company has a share capital of €1,343,222.375"
Share capital is the total amount of money a company raises by selling pieces of itself, called shares, to investors. It’s like a company’s savings from many owners, which helps fund its growth and operations. This money matters because it shows how much the company has raised from shareholders and how it’s financed its business.
par value financial
"divided into 53,728,895 shares with a par value of €0.025 each"
Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
0001576427false12/3100015764272026-04-282026-04-28

 
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
April 28, 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 BlancheParisFrance 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 classTrading Symbol(s)Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per shareCRTONasdaq 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 5.03    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 28, 2026, the Board of Directors of the Company amended and restated the By-laws (statuts) of the Company. Article 6 of the By-laws has been amended to provide that, as of April 28, 2026, the Company has a share capital of €1,343,222.375, divided into 53,728,895 shares with a par value of €0.025 each, decreased from €1,391,497.375, divided into 55,659,895 shares with a par value of €0.025 each. The foregoing description is qualified in its entirety by the amended By-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.



ITEM 9.01 Financial Statements and Exhibits.
 
 (d)Exhibits

Exhibit
Number		  Description
3.1
Update to By-laws (statuts) of Criteo S.A. (English Translation)
104Cover 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: April 28, 2026By:/s/ Sarah Glickman
Name:Sarah Glickman
Title: Chief Financial Officer


Source: View Original Filing on SEC EDGAR

FAQ

What change did Criteo (CRTO) make to its bylaws on April 28, 2026?

Criteo amended and restated its by-laws to update the article defining share capital. The revision reflects new share and capital amounts, ensuring the company’s governing documents match its current equity structure, as described in the filing and detailed in the attached Exhibit 3.1.

How much is Criteo’s share capital after the April 28, 2026 amendment?

After the amendment, Criteo’s share capital is €1,343,222.375. This capital is divided into 53,728,895 ordinary shares with a par value of €0.025 each, as specified in the updated Article 6 of the company’s by-laws effective April 28, 2026.

How did the number of Criteo (CRTO) shares change in the updated bylaws?

The updated by-laws state that Criteo now has 53,728,895 shares, down from 55,659,895 shares previously. Each share maintains a par value of €0.025. The change is reflected in Article 6 of the amended by-laws adopted on April 28, 2026.

What was Criteo’s share capital and share count before the April 28, 2026 change?

Before the amendment, Criteo’s share capital was €1,391,497.375, divided into 55,659,895 shares. Each share carried a par value of €0.025. The 8-K notes that Article 6 was amended to show lower capital and fewer shares as of April 28, 2026.

Where can investors find the full text of Criteo’s updated bylaws?

Investors can review Criteo’s updated by-laws in Exhibit 3.1 attached to the filing. The exhibit provides an English translation of the amended and restated by-laws, including the revised Article 6 that sets out the company’s current share capital and number of shares.

Filing Exhibits & Attachments

4 documents

Other Documents