Criteo S.A. 8K

Criteo SA amended its €407 million credit facility effective July 29, 2026 to accommodate a potential cross‑border redomiciliation (France → Luxembourg → U.S.), modify financial, tax, sanctions and sustainability terms, and advance and launch a request to extend the facility’s maturity by 364 days to September 27, 2028.

On July 29, 2026, Criteo SA and Société Générale, as agent for the lenders under Criteo’s existing €407 million Facility Agreement, executed an amendment letter that was accepted by the requisite lenders and constitutes a formal amendment to the credit facility. The amendments (i) permit Criteo SA to resign as a borrower upon a planned redomiciliation from France to Luxembourg while remaining a guarantor, (ii) establish a framework for a potential subsequent merger into a U.S. subsidiary (the “U.S. Successor Company”), including conditions for that U.S. entity to accede as a borrower and related French, Luxembourg and U.S. law, tax, sanctions and insolvency provisions, (iii) update change-of-control, guarantee-preservation and tax gross-up mechanics to accommodate Luxembourg obligors, (iv) adjust the timetable and mechanics for the first extension of the facility’s termination date, which Criteo simultaneously requested to extend by 364 days to September 27, 2028, (v) revise the definition of Adjusted Consolidated EBITDA to align with Criteo’s financial reporting (including explicit treatment of restructuring, transformation and integration costs within a capped threshold), and (vi) refine the sustainability “Women in Tech” KPI definitions and introduce a process and fallback for renegotiating future target scores, with all these amendments taking effect as of July 29, 2026 upon the agent’s countersignature.

Filing Facts

CIK

1576427

Ticker

-

Form

8K

Source Type

sec

Accession

0001576427-26-000087

Alert Tier

7