Every material Form 8-K Criteo S.A. has filed with the SEC since August 05, 2026, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Criteo reported third-quarter 2026 revenue of $416 million, down 11% from $470 million a year earlier, and net income of $6 million, or $0.11 per diluted share, versus $40 million, or $0.70 per share. The company kept its full-year 2026 Contribution ex-TAC outlook of down 12% to 10% at constant currency and gave fourth-quarter guidance that reflects previously communicated Retail Media scope changes, so shareholders face continued pressure on revenue and profit.
Q3 2026 revenue was $416 million, down 11% from $470 million; gross profit was $208 million, down 19%.
Net income was $6 million, or $0.11 per diluted share, compared with $40 million, or $0.70 per share, in Q3 2025.
Q4 2026 guidance: Contribution ex-TAC of $292 million to $298 million and Adjusted EBITDA of $105 million to $111 million.
Criteo spent $65 million on share repurchases in the first nine months of 2026, and expects its legal domicile transfer to the United States to be completed on January 1, 2027, subject to shareholder approval.
Criteo S.A. said director Edmond Mesrobian resigned from its board and Compensation Committee effective October 28, 2026, and that he did not resign over any disagreement with the company. The board appointed Jianchang Mao to fill the vacancy, and the filing says his term runs until the next shareholder meeting, which is expected to vote on the proposed redomiciliation to the United States. The filing does not disclose any financial effect of the change.
Edmond Mesrobian resigned from the board and Compensation Committee effective October 28, 2026, with no disagreement with the company cited.
Jianchang Mao was appointed by co-optation on October 28, 2026, and the board determined he is independent under Nasdaq and SEC rules.
Mao's term lasts until the next general meeting, expected to vote on the proposed U.S. Merger with Criteo Holdings, Inc.
Mao will receive the standard independent director compensation and has signed the company's standard indemnification agreement.
Criteo S.A. entered into a Merger Agreement under which its Luxembourg parent, Lux Criteo, would merge into its wholly owned Delaware subsidiary, U.S. Criteo, which would survive. Shares of Lux Criteo would convert one-to-one into U.S. Criteo common stock, and the merger is subject to shareholder approval, an effective Form S-4 registration statement, and other conditions, with a planned Effective Time of 12:00:01 a.m. New York time on January 1, 2027. The filing does not state financial terms, but it changes the company's legal home and the form of shares shareholders would hold.
Lux Criteo would merge into U.S. Criteo, a Delaware corporation, with U.S. Criteo surviving; the Effective Time is set for 12:00:01 a.m. New York City time on January 1, 2027, unless changed.
Each ordinary share of Lux Criteo would be exchanged for shares of U.S. Criteo common stock on a one-to-one basis, without interest and net of applicable withholding taxes.
Completion requires shareholder approval, effectiveness of a Form S-4 registration statement, and listing of U.S. Criteo common stock on a nationally recognized U.S. exchange.
On August 5, 2026, U.S. Criteo filed the Form S-4 with the SEC; the filing states that the merger may be terminated by mutual agreement before the Effective Time.
Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Criteo S.A. filing is on SEC EDGAR ↗. 8-K briefs of other companies →