{"filing":{"accession_number":"0001628280-26-053414","cik":"0001576427","ticker":"CRTO","company_name":"Criteo S.A.","form":"8-K","filing_date":"2026-08-05","report_date":"2026-08-05","primary_document":"crto-20260805.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1576427/000162828026053414/crto-20260805.htm"},"events":[{"id":24113,"run_id":21823,"accession_number":"0001628280-26-053414","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Criteo S.A. (Luxembourg parent) entered into a definitive Merger Agreement on August 5, 2026, pursuant to which it will merge with and into its wholly owned Delaware subsidiary U.S. Criteo, with U.S. Criteo surviving. Shareholders will exchange ordinary shares for common stock on a one-to-one basis, subject to shareholder approval and SEC registration, with an effective date of January 1, 2027.","company_name":"Criteo S.A.","ticker":"CRTO","filing_date":"2026-08-05","form":"8-K","submitted_at":null,"items":[{"id":24527,"accession_number":"0001628280-26-053414","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Criteo S.A. (Lux Criteo) entered into a definitive Merger Agreement and Draft Terms on August 5, 2026, pursuant to which Lux Criteo will merge with and into its wholly owned Delaware subsidiary U.S. Criteo, with U.S. Criteo surviving. This is a material change of control and corporate restructuring—the Luxembourg parent will cease to exist, all assets and liabilities will vest in the U.S. subsidiary, and shareholders will exchange ordinary shares for common stock on a one-to-one basis. The transaction is subject to shareholder approval and SEC registration, with an effective date of January 1, 2027. This is a classic M\u0026A activity disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:13:18.651349+00:00","company_name":"","ticker":null,"filing_date":""},{"id":24528,"accession_number":"0001628280-26-053414","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that on August 5, 2026, U.S. Criteo filed a Registration Statement on Form S-4 \"in connection with the Merger,\" indicating entry into a material merger transaction. The extensive forward-looking statements and risk disclosures reference \"the U.S. Merger\" and its completion conditions, shareholder approval requirements, and potential strategic benefits, all hallmarks of M\u0026A activity disclosure under Item 8.01 (Other Events). This is a material event affecting the registrant's capital structure and future operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:13:18.651349+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":24527,"accession_number":"0001628280-26-053414","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Criteo S.A. (Lux Criteo) entered into a definitive Merger Agreement and Draft Terms on August 5, 2026, pursuant to which Lux Criteo will merge with and into its wholly owned Delaware subsidiary U.S. Criteo, with U.S. Criteo surviving. This is a material change of control and corporate restructuring—the Luxembourg parent will cease to exist, all assets and liabilities will vest in the U.S. subsidiary, and shareholders will exchange ordinary shares for common stock on a one-to-one basis. The transaction is subject to shareholder approval and SEC registration, with an effective date of January 1, 2027. This is a classic M\u0026A activity disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:13:18.651349+00:00","company_name":"Criteo S.A.","ticker":"CRTO","filing_date":"2026-08-05"},{"id":24528,"accession_number":"0001628280-26-053414","item_number":"8.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses that on August 5, 2026, U.S. Criteo filed a Registration Statement on Form S-4 \"in connection with the Merger,\" indicating entry into a material merger transaction. The extensive forward-looking statements and risk disclosures reference \"the U.S. Merger\" and its completion conditions, shareholder approval requirements, and potential strategic benefits, all hallmarks of M\u0026A activity disclosure under Item 8.01 (Other Events). This is a material event affecting the registrant's capital structure and future operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-06T00:13:18.651349+00:00","company_name":"Criteo S.A.","ticker":"CRTO","filing_date":"2026-08-05"}]}