Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events Contribution of shares of consolidated entities On July 9, 2026, the Company transferred the shares of certain operating subsidiaries held by Criteo S.A. to Criteo Technology, a wholly owned subsidiary domiciled in France. The contribution was accounted for as a common control transaction in accordance with ASC 805-50. Accordingly, no pretax gain or loss was recognized in the consolidated financial statements. The transfer is expected to be tax-neutral in France but taxable in certain jurisdictions, resulting in approximately $5.8 million of income tax expense related to capital gains during 2026. Conversion of the Parent Company from France to Luxembourg On July 29, 2026, the Company completed its redomiciliation from France to Luxembourg through a cross-border conversion of Criteo S.A., from a French public limited liability company (société anonyme) into a Luxembourg public limited liability company (société anonyme). The Conversion was accounted for as a common control transaction in accordance with ASC 805-50. Accordingly, the Company’s assets and liabilities were carried over at their historical carrying amounts, and no gain or loss was recognized in the consolidated financial statements. The Company’s functional currency remains the Euro. In connection with the Conversion, Criteo terminated its ADS structure and listed its Ordinary Shares directly on Nasdaq. At the effective time of the Conversion, each ordinary share of French Criteo (with a nominal value of €0.025 per share), including shares represented by the ADSs, converted into one Ordinary Share of Lux Criteo (with nominal value of €0.025 per share), each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit respectively, of Lux Criteo and each warrant to obtain shares of French Criteo continued as a warrant to obtain an equal number of shares of Lux Criteo, respectively. The Company's Ordinary Shares are listed on Nasdaq under the symbol "CRTO," and the Conversion did not affect the number of shares outstanding. Cancellation of treasury shares On July 30, 2026, a duly authorized representative of the board of directors of the Company appeared before a notary in Luxembourg to amend the Company’s articles of association to reflect a share capital reduction of the Company to EUR 1,230,722, represented by 49,228,895 Ordinary Shares with a nominal value of EUR 0.025 per share, resulting from the cancellation of 4,500,000 Ordinary Shares that were previously held in the Company’s treasury, effective as of July 30, 2026. Amendment to Revolving Credit Facility On July 29, 2026, the Company amended its multicurrency revolving credit facility. The amendment included the Company's request to extend the facility's maturity by one year, to September 2028, subject to the terms of the facility, and incorporated changes related to the Company's planned corporate redomiciliation and other conforming amendments, including updates to certain financial and sustainability metric definitions. The total committed borrowing capacity under the facility remained unchanged. Chief Financial Officer Transition On August 5, 2026, the Company announced that its Board of Directors appointed Connor McGogney, the Company’s current Chief Strategy Officer, as Chief Financial Officer, effective August 10, 2026, succeeding Sarah Glickman. Effective upon Mr. McGogney’s appointment, Ms. Glickman will cease serving as Chief Financial Officer and will serve as a senior advisor through the cessation of her employment on September 30, 2026, to facilitate an orderly transition. Mr. McGogney will also continue to oversee the Company’s strategic planning, corporate development and partnerships functions.
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