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

February 1113, 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 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 ~~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 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On February 1113, 2026, Criteo S.A. (the “Company”) issued a press release ~~and~~announcing ~~will~~that ~~hold~~two aleading ~~conference~~independent ~~call~~proxy ~~regarding~~advisory ~~its~~firms, ~~financial~~Glass ~~results~~Lewis ~~for~~& ~~the~~Co., ~~quarter~~LLC ~~ended~~and ~~December~~Institutional 31Shareholder Services, ~~2025~~Inc. A(or ~~copy~~ISS), recommend that shareholders vote “FOR” all the proposals related to the previously announced proposed transfer of the ~~press~~Company's ~~release~~legal isdomicile ~~furnished~~from asFrance ~~Exhibit~~to ~~99.1~~Luxembourg via a cross-border conversion (the “Conversion”) and the replacement of its American Depositary Shares structure with ordinary shares to ~~this~~be ~~report~~directly listed on Nasdaq.

~~The~~A ~~information~~general ~~furnished~~meeting ~~with~~of ~~this~~the ~~Item~~Company’s ~~2.02,~~shareholders ~~including~~will ~~Exhibit 99.1, shall not~~ be ~~deemed~~held ~~“filed”~~on ~~for~~February ~~purposes~~27, of2026, ~~Section~~at 1810:00 ofa.m., ~~the~~Paris ~~Securities Exchange Act of 1934~~time, asat ~~amended (~~the ~~“Exchange~~Company’s ~~Act”),~~registered oroffice ~~otherwise~~at ~~subject~~32 toRue ~~the~~Blanche, ~~liabilities~~75009 ~~of that section~~Paris, ~~nor~~France ~~shall~~to itobtain beapproval ~~deemed incorporated~~ by ~~reference into any other filing under~~ the ~~Securities~~Company’s ~~Act~~shareholders offor ~~1933, as amended, or~~ the ~~Exchange~~Conversion ~~Act,~~and ~~except~~certain asrelated ~~expressly set forth by specific reference in such a filing~~proposals.

~~The~~A ~~Company~~copy isof ~~making reference to non-GAAP financial information in both~~ the press release ~~and~~is ~~the~~attached ~~conference~~as ~~call~~Exhibit 99.1 Aand ~~reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures~~ is ~~contained~~incorporated inherein ~~the~~by ~~attached Exhibit 99~~reference.~~1 press release.~~


ITEM 9.01			Financial Statements and Exhibits.


			(d)			Exhibits

ExhibitNumber						Description
99.1						Press Release dated February 1113, 2026
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: February 11, 2026	By:	/s/ Sarah Glickman
Date: February 13, 2026	By:	/s/ Ryan Damon
	Name:	~~Sarah~~Ryan ~~Glickman~~Damon
	Title:	Chief ~~Financial~~Legal and Transformation Officer

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