Criteo SEC Filings

Criteo S.A. Schedule 13G/A: Senvest Management, LLC and Richard Mashaal report shared beneficial ownership of 4,597,322 Ordinary Shares, representing 9.2% of the class. The filing cites 49,859,086 Ordinary Shares outstanding as of February 19, 2026 per the company's Form 10-K. The shares are held in accounts for Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, and Senvest Management, LLC and Mr. Mashaal may be deemed to beneficially own the securities by virtue of their roles.

Criteo S.A. is soliciting shareholder votes for its 2026 Annual General Meeting in Paris on June 29, 2026. Investors are asked to re-elect four directors, approve 2025 statutory and consolidated financial statements and the allocation of results, and support a non-binding say‑on‑pay for named executive officers.

Shareholders will also vote on renewing and expanding share repurchase and share-capital reduction authorities, updating stock option and RSU plans, and multiple delegations to issue new shares or equity-linked securities with or without preferential subscription rights, including a green shoe. The proxy highlights 2025 capital returns, including repurchasing 5.4 million shares for $152 million and a remaining buyback authorization of up to $200 million, and notes prior shareholder approval of a plan to redomicile Criteo to Luxembourg with a direct Nasdaq listing.

Criteo S.A. reported first-quarter 2026 revenue of $424.6 million, down 6% year over year, as both Retail Media and Performance Media softened. Retail Media revenue fell 31%, while Performance Media declined 2%, reflecting client scope changes and mixed vertical trends.

Gross profit decreased 6% to $222.7 million. Net income dropped sharply to $8.6 million from $40.0 million, with basic EPS at $0.16 versus $0.70, mainly due to higher operating expenses and lower gross profit. Adjusted EBITDA declined 30% to $64.9 million.

Criteo generated $48.2 million in operating cash flow, down from $62.3 million, and ended the quarter with $320.3 million in cash, cash equivalents and restricted cash. Total available financial liquidity was $888.7 million, including a revolving credit facility and marketable securities. The company repurchased $31.0 million of shares and continues a multi-year buyback authorization up to $959.0 million. Criteo is also progressing with its planned legal domicile transfer from France to Luxembourg, expected in the third quarter of 2026.

Criteo S.A. intends to redomicile from France to Luxembourg with completion expected in the third quarter of 2026, following shareholder approval, and then pursue a subsequent redomiciliation to the United States as early as the first quarter of 2027, subject to applicable approvals and other conditions. Management says the Luxembourg step and a planned direct listing are intended to remove structural constraints on share repurchases and broaden access to U.S. capital markets. The company also expects a 27%–32% normalized tax rate under current rules, driven by revenue mix shifts and one‑time redomiciliation items. A Form S-4 and proxy/prospectus were filed on January 22, 2026 and shareholders received definitive materials for the special meeting.

Criteo S.A. reported weaker first-quarter 2026 results, with revenue and profits declining year over year. Revenue fell to $425 million, down 6%, while gross profit slipped 6% to $223 million. Contribution ex-TAC, a key internal profitability metric, decreased 5% to $250 million.

Net income dropped sharply to $9 million, compared with $40 million a year earlier, and diluted EPS fell to $0.15 from $0.66. Adjusted EBITDA declined 30% to $65 million, and adjusted diluted EPS decreased to $0.73 from $1.10, reflecting lower contribution and higher operating expenses driven by growth investments and restructuring costs.

Criteo deployed $31 million to repurchase shares and ended the quarter with $371 million in cash and marketable securities and total financial liquidity of about $889 million. For full-year 2026, the company now expects Contribution ex-TAC to decline in the low single digits at constant currency and targets an adjusted EBITDA margin of roughly 32% to 34% of Contribution ex-TAC.

Criteo S.A. amended and restated its by-laws, updating the article that defines the company’s share capital. As of April 28, 2026, share capital is €1,343,222.375, divided into 53,728,895 ordinary shares with a par value of €0.025 each, reduced from €1,391,497.375 and 55,659,895 shares previously.

Criteo S.A. presents its preliminary proxy materials for the 2026 Annual General Meeting and outlines strategic priorities focused on AI‑driven commerce intelligence, Retail Media, and Performance Media. The CEO reviews 2025 operational actions, highlights investments in agentic AI and integrations, and reiterates capital discipline including a $152 million repurchase in 2025 and an increased buyback authorization to up to $200 million in February 2026.

The notice schedules the Annual General Meeting for June 29, 2026, lists 22 shareholder resolutions (including director elections, approval of 2025 financial statements, authority to execute and cancel share buybacks, and equity plan authorizations), and describes voting procedures for Ordinary Shares and ADS holders.

Criteo S.A. filed an amended annual report to add Part III information on directors, executive compensation, governance and ownership that was previously reserved for a proxy filing. The company reported a non‑affiliate equity market value of $1.254 billion as of June 30, 2025 and 49,859,086 ordinary shares outstanding as of February 19, 2026.

For 2025, revenue was $1.945 billion, gross profit $1.049 billion, Contribution ex‑TAC $1.175 billion, net income $149 million, Adjusted EBITDA $407 million, and free cash flow $211 million. The filing describes the appointment and tailored compensation package of new CEO Michael Komasinski, a largely performance‑ and equity‑based pay mix, and an exceptional one‑time RSU grant responding to a sharp share-price decline after his hire.

The amendment also outlines board composition, committee structures, director fee levels, mandatory open‑market share purchase programs with two‑year holding periods, and robust share‑ownership, clawback, insider‑trading and human‑rights policies intended to align leadership with long‑term shareholder interests.

Criteo S.A. director Frederik van der Kooi reported an open-market purchase of 5,000 Ordinary Shares. The shares were bought at an average price of $17.81 per share, increasing his direct holdings to 26,600 Ordinary Shares. The filing notes these Ordinary Shares may also be held as American Depositary Shares.