Criteo SEC Filings

Criteo S.A. (CRTO) reported insider activity by director Frederik van der Kooi. On 11/03/2025, he acquired 7,701 ordinary shares at $22.61 under the company’s independent director compensation plan and separately purchased 2,299 shares at $22.61. After these transactions, he beneficially owned 16,600 shares, held directly. The plan provides additional remuneration that must be used to buy company shares and includes a time-based shareholding commitment. Each ADS currently represents one ordinary share.

Criteo S.A. reported an insider share purchase. A director acquired 6,172 Ordinary Shares on 11/03/2025 at $22.73 per share. Following the transaction, the director directly owns 32,187 Ordinary Shares.

The filing notes that Ordinary Shares may be represented by American Depositary Shares, each currently representing one Ordinary Share. The purchase was made under the company’s independent director compensation program, which provides additional remuneration that must be used within a set period to buy company securities on the open market, subject to a time-based shareholding commitment.

Criteo (CRTO) plans a strategic redomiciliation, moving its home jurisdiction to Luxembourg and replacing its ADS structure with a direct listing of ordinary shares on Nasdaq. Management says this aims to simplify legal complexity, enhance capital allocation flexibility, and broaden the shareholder base, including positioning for potential inclusion in major US stock indices.

The company expects completion in the third quarter of 2026, subject to the prior consultation of Criteo’s works council and shareholder approval. A subsequent move to the United States is intended, potentially as early as the first quarter of 2027, to further expand access to US capital markets. Leadership stated they do not see any material costs related to the process and intend to isolate related costs in reporting. Forward‑looking statements and risks were outlined, and a Form S‑4 with proxy/prospectus materials is expected for shareholder consideration.

Criteo (CRTO) reported stronger Q3 2025 results. Revenue reached $469.7 million (up 2% year over year), while gross profit rose 11% to $256.5 million as traffic acquisition costs declined 6%. Net income climbed to $40.1 million from $6.1 million, with diluted EPS of $0.70 versus $0.11.

Segment performance was mixed: Retail Media revenue grew 10% to $67.1 million, and Performance Media edged up 1% to $402.5 million. Contribution ex‑TAC increased 8% to $288.1 million. Adjusted EBITDA rose 28% to $105.1 million, reflecting higher gross profit and disciplined expenses. Operating cash flow for the quarter was $89.6 million.

Cash and cash equivalents were $255.0 million, and total liabilities decreased versus year‑end. The company continued buybacks under its program authorized up to $805.0 million. Legal updates include a $7.0 million settlement (with a $5.5 million indemnification agreement recorded) and dismissal of a separate putative class action with respect to the company. Subsequent to quarter end, Criteo announced an intention to redomicile to Luxembourg and move to a direct Nasdaq listing, subject to required approvals. As of October 24, 2025, shares outstanding were 52,549,158.

Criteo S.A. filed a Rule 425 communication outlining a proposed transaction that will be put to a shareholder vote via a forthcoming Registration Statement on Form S-4, which will include a proxy statement/prospectus for a special meeting.

The communication lists key conditions and risks, including obtaining the required shareholder approvals, a threshold tied to an option for shareholders to withdraw shares for cash, potential legal or regulatory actions, and the risk of failing to list shares on Nasdaq following the transaction or maintain that listing. It also references potential changes such as terminating the ADS program and, following completion, a possible redomiciliation to the United States via a merger into a newly incorporated, wholly owned U.S. subsidiary.

The document clarifies definitions around passive vs. active funds, ADSs and ordinary shares, and notes that Criteo is not currently eligible for inclusion in major U.S. indices, resulting in no passive funds in its shareholder base. It emphasizes that this is not an offer or solicitation and directs investors to review the S-4, proxy statement/prospectus and related filings when available.

Criteo (CRTO) plans a corporate reorganization: the company intends to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its ADS structure with a direct listing of its ordinary shares on Nasdaq. The Conversion is expected in the third quarter of 2026, subject to prior consultation with the French works council and a shareholder approval threshold of a two-thirds majority of votes cast.

Management says these steps are meant to simplify the structure, increase capital management flexibility, and improve potential eligibility for inclusion in U.S. stock indices. After moving to Luxembourg, the company may pursue a subsequent transfer to the United States. Criteo emphasized continued commitment to its teams and AI Lab in Paris.

The company also appointed Edouard (Ed) Dinichert as Chief Customer Officer, effective December 1, to lead Performance Sales and Global Business Operations and oversee strategic accounts, reporting to the CEO.

Criteo S.A. plans to shift its legal domicile from France to Luxembourg via a cross-border conversion and replace ADSs with ordinary shares directly listed on Nasdaq. Completion is targeted for Q3 2026, subject to prior consultation with the French works council and shareholder approval by a two‑thirds majority of votes cast.

The company cites reduced corporate complexity, greater capital management flexibility versus French law, potential eligibility for certain U.S. indices, and elimination of ADS-related fees. A subsequent U.S. redomiciliation could occur as early as Q1 2027 if approved. Shareholders who vote against have an exit right; the expected cash exit price references a 30‑day VWAP of EUR 17.94 per ADS, with conditions that aggregate payouts not exceed EUR 94.25 million and exercises not exceed 10% of outstanding share capital. Obtaining a French tax ruling confirming tax neutrality is a condition precedent. Operations, strategy, governance and R&D in France are expected to remain unchanged.

Criteo S.A. reported strong Q3 2025 results and announced a planned redomiciliation. Revenue was $470 million, up 2% year over year, while gross profit rose 11% to $256 million. Net income increased to $40 million, or $0.70 diluted EPS, compared with $6 million, or $0.11, a year ago. Non-GAAP metrics improved, with Adjusted EBITDA at $105 million (up 28%) and adjusted diluted EPS at $1.31 (up 36%).

Free cash flow reached $67 million and cash from operating activities was $90 million. As of September 30, 2025, cash and marketable securities totaled $296 million; the company repurchased $115 million of shares in the first nine months and cited total financial liquidity of approximately $811 million. Retail Media revenue grew 10% to $67 million, and Performance Media revenue was $403 million, up 1%.

The company plans to transfer its legal domicile from France to Luxembourg and replace its ADS structure with ordinary shares directly listed on Nasdaq, expected in the third quarter of 2026, subject to shareholder approval. Criteo also named Amazon veteran Edouard Dinichert as Chief Customer Officer, effective December 1, 2025.

Criteo S.A. (CRTO) filed an 8-K announcing three updates. The company furnished a press release and will host a call covering financial results for the quarter ended September 30, 2025, with non-GAAP measures reconciled to GAAP in Exhibit 99.1. Criteo also announced the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025 (Exhibit 99.2).

Separately, Criteo plans to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its American Depositary Shares with ordinary shares directly listed on Nasdaq. The Conversion is expected in Q3 2026, subject to shareholder approval and other closing conditions (Exhibit 99.3).