Every 8-K that Criteo S.A. (CRTO) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CRTO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CRTO filings page.
Criteo S.A. plans a cross-border merger in which the Luxembourg parent will merge with and into its wholly owned Delaware subsidiary, Criteo Holdings, Inc. (U.S. Criteo), with the U.S. entity surviving as the new parent company. At the scheduled Effective Time of 12:00:01 a.m., January 1, 2027, each outstanding Lux Criteo ordinary share (excluding treasury shares) will be cancelled and exchanged for one share of U.S. Criteo common stock, and all assets and liabilities will transfer to the U.S. corporation.
Existing equity incentive awards will be assumed by U.S. Criteo and converted into equivalent awards over its common stock on a one-to-one basis, while current directors and officers will continue in their roles after the merger. Completion is subject to conditions including shareholder approval, effectiveness of a Form S-4 registration statement containing a proxy statement/prospectus, required governmental consents, absence of legal restraints, and approval to list U.S. Criteo common stock on a nationally recognized U.S. securities exchange. The parties may mutually terminate the merger before it becomes effective, and investors are directed to the Form S-4 and related SEC filings for detailed information.
Criteo S.A. reported second-quarter 2026 results alongside a CFO transition and a share capital reduction. Revenue was $428 million, down 11% year-over-year, with gross profit of $222 million and Contribution ex-TAC of $255 million, both declining double digits. Net income was $12 million, or $0.22 diluted EPS, while adjusted net income was $41 million, or $0.80 adjusted diluted EPS. Adjusted EBITDA was $73 million, a margin of about 29% of Contribution ex-TAC. Cash from operating activities was $20 million and Free Cash Flow was $(38) million as capital expenditures increased.
The company guided 2026 Contribution ex-TAC to decrease 12% to 10% at constant currency, with an expected adjusted EBITDA margin of about 30% of Contribution ex-TAC. For Q3 2026, Criteo expects Contribution ex-TAC of $237–$241 million (down 15%–14% year-over-year at constant currency) and adjusted EBITDA of $54–$58 million. Total financial liquidity was about $767 million, including $303 million in cash and marketable securities, and the company deployed $61 million for share repurchases in the first half, including $30 million in Q2.
Criteo appointed Connor McGogney as Chief Financial Officer effective August 10, 2026, succeeding Sarah Glickman, who will serve as a senior advisor through September 30, 2026. His amended employment agreement provides a $515,000 base salary, a target bonus of 75% of salary, and an initial RSU grant valued at $458,333, plus severance and vesting protections upon certain terminations and following a Change in Control. On July 30, 2026, the company reduced share capital to EUR 1,230,722.375 by cancelling 4,500,000 treasury shares, leaving 49,228,895 ordinary shares with EUR 0.025 nominal value. Operating highlights included $1.1 billion of Q2 media spend (up 9% year-over-year at constant currency), expanded Retail Media partnerships, and Criteo’s role as OpenAI’s first advertising technology partner, with over 2,000 brands advertising on ChatGPT.
Criteo S.A. entered into an amendment to its Multicurrency Revolving Facility Agreement on July 29, 2026, with Société Générale as agent. Subject to completion of its pending cross-border conversion from France to Luxembourg into “Lux Criteo” and other conditions, Criteo will cease to be a borrower under the facility and remain bound as a guarantor, while Criteo Technology SAS and Criteo Corp. continue as borrowers.
The amendment also anticipates a subsequent intended redomiciliation from Luxembourg to the United States, giving “U.S. Criteo” an option to accede later as a borrower. It updates provisions to reflect potential jurisdiction changes, accelerates the timing of the first extension option, and accompanies a request to extend the facility’s Termination Date by 364 days. Definitions are aligned with the company’s financial reporting, including “Adjusted Consolidated EBITDA”, and sustainability provisions are updated through a revised “Women in Tech” definition.
Criteo S.A. reported that shareholders approved an amendment to its by-laws and all resolutions at the 2026 Annual Combined General Meeting. Article 19 was updated so the shareholder meeting record date is now the fifth business day before a meeting, aligning with revised French rules.
Shareholders renewed four directors, approved on a non-binding basis the compensation of named executive officers, and approved the 2025 statutory and consolidated financial statements and allocation of results. They also authorized share buybacks, potential share capital reductions, various capital increase mandates, employee equity plans and related overall limits.
Criteo S.A. reported weaker first-quarter 2026 results, with revenue and profits declining year over year. Revenue fell to $425 million, down 6%, while gross profit slipped 6% to $223 million. Contribution ex-TAC, a key internal profitability metric, decreased 5% to $250 million.
Net income dropped sharply to $9 million, compared with $40 million a year earlier, and diluted EPS fell to $0.15 from $0.66. Adjusted EBITDA declined 30% to $65 million, and adjusted diluted EPS decreased to $0.73 from $1.10, reflecting lower contribution and higher operating expenses driven by growth investments and restructuring costs.
Criteo deployed $31 million to repurchase shares and ended the quarter with $371 million in cash and marketable securities and total financial liquidity of about $889 million. For full-year 2026, the company now expects Contribution ex-TAC to decline in the low single digits at constant currency and targets an adjusted EBITDA margin of roughly 32% to 34% of Contribution ex-TAC.
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.
Criteo S.A. shareholders approved moving the company’s legal home from France to Luxembourg through a cross-border conversion into “Lux Criteo,” while keeping the same legal entity and directors at the effective time.
Investors also backed new Luxembourg articles granting an authorized share capital equal to 10% of issued and outstanding share capital at the effective time. The board is authorized for five years to issue new shares and related instruments and to limit or withdraw preferential subscription rights, plus to cancel treasury shares. The board may also repurchase up to 11,000,000 shares over 18 months. Shareholders appointed Deloitte Audit as statutory auditor from the effective time and approved broad delegations and adjournment authority to complete the conversion.
Criteo S.A. filed a report highlighting that proxy advisory firms Glass Lewis and ISS recommend shareholders vote “FOR” all proposals related to the company’s plan to move its legal domicile from France to Luxembourg via a cross-border conversion and to replace its American Depositary Shares with ordinary shares directly listed on Nasdaq.
The shareholder meeting to approve the conversion and related items is scheduled for February 27, 2026 in Paris. The board believes this change can support potential U.S. index inclusion, give greater flexibility for share repurchases and treasury shares, and remove ADS-related fees and complexity, with completion targeted for the third quarter of 2026 subject to approvals and conditions.
Criteo S.A. reported modest top-line growth but stronger profitability for 2025. Revenue was $1.94 billion, up 1%, while gross profit rose 7% to $1.05 billion and net income increased 30% to $149 million, or $2.64 diluted EPS. Adjusted EBITDA grew 4% to $407 million, and free cash flow rose 16% to $211 million, supported by record-low days sales outstanding.
Fourth-quarter trends were softer, with revenue down 2% to $541 million, net income down 36% to $46 million, and adjusted EBITDA down 17% to $120 million, reflecting higher growth investments and Retail Media weakness tied to scope changes at two clients. Performance Media contribution ex‑TAC grew 5% for the year, while Retail Media grew 2%.
The company deployed $152 million on share repurchases in 2025, and the board increased remaining buyback authorization to up to $200 million. For 2026, Criteo targets flat to 2% contribution ex‑TAC growth at constant currency and an adjusted EBITDA margin of about 32–34% of contribution ex‑TAC, with Q1 contribution ex‑TAC expected to decline 11–9% year over year. Criteo also advanced plans to redomicile from France to Luxembourg in 2026 and later potentially to the United States, while investing in new agentic AI products.
Criteo S.A. reports that its Board of Directors has approved a previously announced plan to move the company’s legal domicile from France to Luxembourg through a cross-border conversion and to replace its American Depositary Share structure with ordinary shares directly listed on Nasdaq. A general meeting of shareholders is scheduled for February 27, 2026, in Paris to seek shareholder approval for the conversion and related proposals. Ordinary shareholders of record at the close of business on February 25, 2026 will be entitled to vote, and ADS holders of record at the close of business on January 20, 2026 may instruct the depositary on how to vote the underlying shares.
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).