Criteo S.A.

ITEM 1.01 Entry into a Material Definitive Agreement. On August 5, 2026, Criteo S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Lux Criteo”), entered into the Agreement and Plan of Merger (the “Merger Agreement”) and the Common Draft Terms of Cross-Border Merger (the “Draft Terms”), in each case, with Criteo Holdings, Inc., a Delaware corporation and wholly owned subsidiary of Lux Criteo (“U.S. Criteo”), pursuant to which, on the terms and subject to the conditions set forth therein, Lux Criteo will merge with and into U.S. Criteo (the “U.S. Merger”), with U.S. Criteo surviving the U.S. Merger. Pursuant to the Merger Agreement and the Draft Terms, in connection with the U.S. Merger, at 12:00:01 a.m., New York City time, on January 1, 2027, unless another date or time or place is agreed to by the respective boards of directors of Lux Criteo and U.S. Criteo or their respective duly appointed representatives (the “Effective Time”): (A) Lux Criteo will be merged with and into U.S. Criteo, whereupon Lux Criteo will cease to exist by way of dissolution without liquidation, and U.S. Criteo will continue as the surviving corporation; (B) all of the assets, property, rights, privileges, powers and franchises of Lux Criteo immediately before the Effective Time will vest in, and become the assets, property, rights, privileges, powers and franchises of, U.S. Criteo as the surviving corporation; (C) the debts, liabilities and duties of Lux Criteo will become the debts, liabilities and duties of U.S. Criteo as the surviving corporation; (D) each ordinary share of Lux Criteo issued and outstanding immediately prior to the Effective Time (other than any shares held in treasury of Lux Criteo (the “Treasury Shares”)) will automatically be cancelled, and U.S. Criteo will issue the holder thereof in exchange therefor shares of its common stock on a one-to-one basis, in each case without interest and net of any applicable withholding taxes; (E) the Treasury Shares and the shares of common stock of U.S. Criteo issued and outstanding immediately prior to the Effective Time (all of which are held by Lux Criteo) will be cancelled; (F) each right and obligation under the equity-based benefit and compensation plans and programs, grant letters and agreements of Lux Criteo providing for the grant or award of warrants, time-based restricted stock units or performance-based restricted stock units, including the Amended and Restated 2015 Time-Based Restricted Stock Units Plan and the Amended and Restated 2015 Performance-Based Restricted Stock Units Plan, will be assumed by U.S. Criteo as the surviving corporation and will be converted into a corresponding equity award with respect to common stock of U.S. Criteo as the surviving corporation on a one-to-one basis; (G) the certificate of incorporation and the bylaws of U.S. Criteo as the surviving corporation will be amended and restated in their entirety; and (H) the directors and officers of Lux Criteo immediately prior to the Effective Time, from and after the Effective Time, will be the directors and officers of U.S. Criteo as the surviving corporation, respectively, and will hold office until their respective successors are duly elected and qualified, or their earlier death, incapacitation, retirement, resignation or removal. Under the Merger Agreement and the Draft Terms, the U.S. Merger is subject to the satisfaction or, to the extent permitted by applicable law, waiver by the respective boards of directors of Lux Criteo and U.S. Criteo or their respective duly appointed representatives of the following conditions: ▪ approval by the requisite vote of shareholders; ▪ the Registration Statement on Form S-4 that includes a proxy statement / prospectus becoming effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and no stop order suspending its effectiveness being in effect; ▪ no applicable law or order making the U.S. Merger or related transactions illegal or injunction preventing its consummation is in effect, and neither Lux Criteo nor U.S. Criteo being subject to any decree, order or injunction that prohibits the consummation of the Merger or related transactions; ▪ the common stock of U.S. Criteo being approved for listing on a nationally recognized U.S. securities exchange mutually selected by Lux Criteo and U.S. Criteo, subject to any applicable official notice of issuance; and ▪ other than the filing of the certificate of merger and enactment of the acknowledgment (constat) deed by a Luxembourg notary acknowledging the satisfaction or waiver of the conditions precedent to the Merger, all material consents and authorizations of, filings or registrations with, and notices to, any governmental or regulatory authority required to consummate the Merger, having been obtained or made. Lux Criteo and U.S. Criteo may mutually decide to terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time. The foregoing description of the Merger Agreement and the Draft Terms, and of the transactions contemplated thereby, does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement and the Draft Terms, which are attached hereto as Exhibit 2.1 and Exhibit 2.2, respectively, and are each incorporated by reference herein

ITEM 8.01 Other Events. On August 5, 2026, U.S. Criteo filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 in connection with the Merger. Disclaimers.