Criteo plans Luxembourg move; Nasdaq ordinary shares by Q3 2026

Rhea-AI Filing Summary

Criteo S.A. (CRTO) filed an 8-K announcing three updates. The company furnished a press release and will host a call covering financial results for the quarter ended September 30, 2025, with non-GAAP measures reconciled to GAAP in Exhibit 99.1. Criteo also announced the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025 (Exhibit 99.2).

Separately, Criteo plans to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its American Depositary Shares with ordinary shares directly listed on Nasdaq. The Conversion is expected in Q3 2026, subject to shareholder approval and other closing conditions (Exhibit 99.3).

Insights

Capital markets and corporate structure analyst

Administrative 8-K with strategic domicile and listing changes.

Criteo outlined routine disclosure items (earnings press release, leadership appointment) and a structural plan to move its legal domicile to Luxembourg while shifting from ADSs to ordinary shares directly listed on Nasdaq. The filing notes shareholder approval and other conditions for completion.

The domicile change and share structure transition can alter administrative, tax, and investor access mechanics, but outcomes depend on approvals and execution steps. No financial metrics or proceeds are disclosed in this excerpt.

Key milestone is the expected completion in Q3 2026, subject to shareholder approval. Subsequent company communications would define timing and implementation details.

8-K Event Classification

Item 2.02 — Results of Operations and Financial Condition

1 item

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CRTO disclose about its latest financial results?

CRTO furnished a press release and will hold a conference call for the quarter ended September 30, 2025, with non-GAAP to GAAP reconciliations in Exhibit 99.1.

Who is the new Chief Customer Officer at CRTO and when does he start?

Criteo named Edouard Dinichert as Chief Customer Officer, effective December 1, 2025 (Exhibit 99.2).

Is Criteo changing its legal domicile and listing structure?

Yes. Criteo plans to move its legal domicile from France to Luxembourg and replace ADSs with ordinary shares directly listed on Nasdaq (Exhibit 99.3).

When is the CRTO domicile conversion expected to be completed?

The Conversion is expected in Q3 2026, subject to shareholder approval and other closing conditions.

Are the 8-K exhibits incorporated by reference into other filings?

The information furnished under Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, is not deemed filed or incorporated by reference except as specifically stated.

Will CRTO continue trading on Nasdaq after the change?

The company plans to have ordinary shares directly listed on Nasdaq following the Conversion, replacing the ADS structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/29/2025 - 07:12 AM Learn about SEC filing dates

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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

October 29, 2025

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 2.02 Results of Operations and Financial Condition.

On October 29, 2025, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 7.01 Regulation FD Disclosure.

On October 29, 2025, the Company issued a press release announcing the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025. A copy of the press release is furnished as Exhibit 99.2 to this report.

The information furnished with this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 8.01 Other Events.

On October 29, 2025, the Company issued a press release announcing its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and replace its American Depositary Shares structure with ordinary shares to be directly listed on Nasdaq. The Conversion is expected to be completed in the third quarter of 2026, subject to certain closing conditions, including shareholder approval. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release regarding financial results dated October 29, 2025
99.2		Press Release regarding appointment dated October 29, 2025
99.3		Press Release regarding redomiciliation dated October 29, 2025
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: October 29, 2025				By:		/s/ Sarah Glickman
				Name:		Sarah Glickman
				Title:		Chief Financial Officer