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Criteo S.A. (CRTO) Form 8-K — Aug 5, 2026

$CRTOForm 8-KItems 1.01, 8.01, 9.01Filed Aug 5, 2026, 4:33 PM ET0001628280-26-053414Original filing

Criteo S.A. entered into an Agreement and Plan of Merger and Common Draft Terms of Cross-Border Merger with Criteo Holdings, Inc., its wholly owned Delaware subsidiary, on August 5, 2026, under which the Luxembourg parent will merge into the U.S. subsidiary effective 12:00:01 a.m. ET on January 1, 2027, redomiciling the company to Delaware.

Key figures

Effective time
2027-01-01 12:00:01 a.m. ET
Exchange ratio
1:1 (one U.S. Criteo share per Criteo S.A. ordinary share; equity awards convert 1:1)
Current listing
Nasdaq (CRTO), to be simultaneously delisted
Planned listing
NYSE
Luxembourg employees
3
Reference price date
2026-06-30 (Nasdaq close used for contribution value)
Issued ordinary shares
49228895
French branch employees
16
Independent expert fee eur
80000
Ceo bonus component max usd
90000
Reference closing price usd
18.28
Shareholder approval threshold
at least two-thirds of votes validly cast at an extraordinary general meeting
Chief legal transformation officer bonus component max usd
68600

Price after filing

1 day: 0.0%7 days: -22.5%30 days: -18.9%

Close on the filing date to close N calendar days later (from $22.40). Historical, not a forecast.

AI analysis

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.