Criteo S.A. — Form 8-K

Criteo S.A. (Luxembourg-domiciled public company, ~49.2M outstanding ordinary shares at EUR 0.025 par value) will merge into its wholly owned subsidiary Criteo Holdings, Inc. (Delaware corporation) effective January 1, 2027, on a 1:1 share exchange ratio. Ordinary shareholders will receive common stock of the surviving Delaware entity; Treasury Shares and Initial Shares will be cancelled. The merger qualifies for U.S. Section 368 reorganization treatment and French Articles 210A et seq. preferential tax regime. Closing conditions include shareholder approval (2/3 vote), Form S-4 effectiveness, no adverse law/order, and listing approval on a U.S. exchange (replacing NASDAQ with NYSE). Directors and officers of Luxembourg entity become those of surviving Delaware corporation. Equity awards (RSUs, PSUs, warrants) convert 1:1 into awards of surviving entity. Three board members' warrants (Mosrobian, Balla, Picard) will be accelerated and remain exercisable post-closing.