Criteo SEC Filings

Criteo S.A. reported modest top-line growth but stronger profitability for 2025. Revenue was $1.94 billion, up 1%, while gross profit rose 7% to $1.05 billion and net income increased 30% to $149 million, or $2.64 diluted EPS. Adjusted EBITDA grew 4% to $407 million, and free cash flow rose 16% to $211 million, supported by record-low days sales outstanding.

Fourth-quarter trends were softer, with revenue down 2% to $541 million, net income down 36% to $46 million, and adjusted EBITDA down 17% to $120 million, reflecting higher growth investments and Retail Media weakness tied to scope changes at two clients. Performance Media contribution ex‑TAC grew 5% for the year, while Retail Media grew 2%.

The company deployed $152 million on share repurchases in 2025, and the board increased remaining buyback authorization to up to $200 million. For 2026, Criteo targets flat to 2% contribution ex‑TAC growth at constant currency and an adjusted EBITDA margin of about 32–34% of contribution ex‑TAC, with Q1 contribution ex‑TAC expected to decline 11–9% year over year. Criteo also advanced plans to redomicile from France to Luxembourg in 2026 and later potentially to the United States, while investing in new agentic AI products.

DNB Asset Management has disclosed a significant passive ownership stake in Criteo S.A. It reports beneficial ownership of 5,486,161 American Depository Shares, representing 10.44% of the outstanding class as of the event date of 01/05/2026.

DNB Asset Management has sole power to vote and dispose of all these shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Criteo.

Criteo S.A. outlines key corporate developments over the past year, led by a planned redomiciliation and leadership changes. The board increased the existing share repurchase program from up to $630 million (€582.6 million) to up to $805 million (€774.6 million), with shares intended mainly for employee equity plans and potential M&A. The company also cancelled 2,195,000 shares, reducing share capital by €54,875 and allocating €63.9 million to the premiums account.

Criteo plans to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its ADS structure with ordinary shares directly listed on Nasdaq, with completion targeted for the third quarter of 2026 subject to shareholder approval at a February 27, 2026 general meeting. The board may later consider a further move to the United States, again subject to governance approvals. Management changes include appointing Michael Komasinski as CEO, the planned departure of Chief Revenue Officer Brian Gleason, and the appointment of Edouard Dinichert as Chief Customer Officer, alongside discontinuation of the Mabaya business and creation of a new U.S. holding subsidiary.

Criteo S.A. is calling a general meeting of shareholders on February 27, 2026 in Paris to vote on proposals related to a planned redomiciliation from France to Luxembourg. Shareholders of record as of February 25, 2026 at 00:00 Paris time are entitled to vote and may do so in person, by mail, or by granting a proxy to the chairperson or another eligible person. A proxy statement/prospectus, draft resolutions, proxy card and a summary of Criteo’s past fiscal year are being provided to explain the redomiciliation and other matters to be decided. The company highlights numerous risks and uncertainties around completing the redomiciliation, including shareholder approval, legal and regulatory conditions, listing on Nasdaq, tax and cost impacts, and the possibility the board may defer or abandon the transaction.

Criteo is asking shareholders to approve a cross-border Conversion that will change its legal domicile from France to Luxembourg while preserving the same corporate entity, business and strategy. At the effective time, each existing ordinary share, including those represented by ADSs, will become one ordinary share of Lux Criteo, with outstanding options, warrants and restricted stock units carrying over on the same terms, so the move is not expected to dilute existing economic interests. A general meeting in Paris on February 27, 2026 will vote on the Conversion, new Luxembourg articles, auditor and capital delegation proposals, which are all inter‑conditional, and the board unanimously recommends voting FOR each item.

Holders of ordinary shares who vote against the Conversion may exercise a Dissenter Option to have their shares repurchased for EUR 17.94 in cash, subject to an overall 10% share cap and an aggregate cap of EUR 94,250,000. Following completion, Criteo expects Lux Criteo’s ordinary shares to be listed directly on Nasdaq under the symbol “CRTO” and may later seek a further redomiciliation to the United States if deemed in shareholders’ best interests.

Criteo plans to change its legal home from France to Luxembourg through a cross-border conversion that keeps the same business, management structure and share count while shifting its governing law. The new Luxembourg entity, Lux Criteo, is expected to have its ordinary shares directly listed on Nasdaq under the “CRTO” symbol, replacing the current ADS structure. Each existing ordinary share and equity award would convert into an equivalent Lux Criteo instrument, and operations, including the AI Lab and R&D in France, are expected to continue unchanged.

Shareholders will vote at a February 27, 2026 general meeting on the Conversion, new Luxembourg articles, auditor appointment and board share issuance delegations, all of which are inter‑conditional. Holders who vote against the Conversion may exercise a cash “Dissenter Option” at EUR 17.94 per share, subject to overall caps, while Criteo continues to explore a potential later move from Luxembourg to the United States via a separate cross‑border merger.

Criteo S.A. reports that its Board of Directors has approved a previously announced plan to move the company’s legal domicile from France to Luxembourg through a cross-border conversion and to replace its American Depositary Share structure with ordinary shares directly listed on Nasdaq. A general meeting of shareholders is scheduled for February 27, 2026, in Paris to seek shareholder approval for the conversion and related proposals. Ordinary shareholders of record at the close of business on February 25, 2026 will be entitled to vote, and ADS holders of record at the close of business on January 20, 2026 may instruct the depositary on how to vote the underlying shares.

Criteo shares a year-end update highlighting its strategic shift toward Agentic AI and a planned change in corporate structure. The company sees AI assistants as a new commerce discovery layer and believes its rich commerce data, scaled AI, and early investment in tools like Model Context Protocol will support a multi-year growth strategy.

Criteo has organized around two segments, Retail Media and Performance Media, to sharpen execution. It also intends to redomicile to Luxembourg and directly list its ordinary shares on Nasdaq, aiming to increase capital management flexibility, simplify its ADS structure, and support potential inclusion in key U.S. indices. Management believes these steps can broaden the shareholder base, improve liquidity, and support long-term shareholder value, while cautioning that the redomicile is subject to shareholder approval and other conditions.