Criteo S.A. filings document formal disclosures for a foreign issuer whose Nasdaq trading is tied to American Depositary Shares. The record includes Form 8-K reports for operating and financial results, non-GAAP reconciliations, material events, share repurchase activity, and amendments to the company’s French by-laws and share-capital disclosures.
Proxy materials and shareholder-vote filings cover board governance, executive compensation, equity awards, voting outcomes, and capital-structure proposals. These filings also provide risk-factor, governance, and security-structure information relevant to Criteo’s Retail Media and Performance Media advertising businesses.
Criteo S.A. reported that Chief Financial Officer Sarah JS Glickman had 6,285 Ordinary Shares sold on her behalf on August 6, 2026 at $17.23 per share. A footnote states the shares were automatically sold to fund tax withholding obligations from settlement of a previously reported equity award, leaving her with 424,612 shares held directly.
Criteo S.A. Chief Legal Officer Damon Ryan reported the sale of 6,178 Ordinary Shares on August 6, 2026 at $17.23 per share. The shares were automatically sold to fund tax withholding obligations from settlement of a prior equity award, and Ryan now directly holds 167,765 shares.
Criteo S.A. CEO Michael Komasinski reported an automatic sale of 15,559 ordinary shares on August 6, 2026 at $17.23 per share, executed to fund tax withholding obligations arising from settlement of a previously reported equity award. Following the sale, he directly holds 345,547 ordinary shares.
A holder of Criteo S.A. ordinary shares has filed to permit the sale of up to 15,559 ordinary shares through Citigroup Global Markets Inc. on the NASDAQ, with an aggregate value of $268,006.89 as disclosed. The planned sale is related to equity compensation, including restricted stock units and performance stock units that vested on 02/28/2025, covering 30,395 shares classified as compensation, with a stated sale-related date of 08/06/2026.
Criteo S.A. has a Form 144 filing indicating a planned sale of ordinary shares related to equity compensation. The filing lists ordinary shares tied to restricted stock units and performance stock units vesting on February 28, 2025 as securities to be sold, with these shares noted under a "COMPENSATION" transaction type and an anticipated sale date of August 6, 2026. A broker relationship is identified with Citigroup Global Markets Inc. for Nasdaq trading.
The filing also details recent sales by Sarah Glickman over the prior three months, including ordinary share sales on May 26, 2026 and June 1, 2026 with reported dollar amounts for those transactions.
Ryan Damon, associated with Criteo S.A., filed to permit the sale of Criteo ordinary shares. The filing lists 6,178 ordinary shares12,050 ordinary shares1,079 shares2,132 shares
Criteo S.A. plans a cross-border merger into its wholly owned U.S. subsidiary, Criteo Holdings, Inc., with a one-for-one share exchange, subject to shareholder approval and regulatory conditions. At 12:00:01 a.m. New York City time on January 1, 2027, Criteo S.A. is expected to merge into Criteo Holdings, Inc., which will survive as a Delaware corporation. Each outstanding ordinary share of Criteo S.A. (excluding treasury shares) will be cancelled and exchanged for one share of Criteo Holdings, Inc. common stock, with no cash consideration and no change to ownership proportions. Treasury shares and existing Criteo Holdings, Inc. shares held by Criteo S.A. will be cancelled. Existing warrants, RSUs and PSUs will be assumed on a one-to-one basis into U.S. equity awards, and Criteo’s current directors and officers will become the directors and officers of the surviving corporation. Completion depends on a two‑thirds shareholder vote, effectiveness of a Form S‑4 registration statement, approval of the new U.S. common stock for listing on a nationally recognized U.S. exchange, and required governmental consents; the parties may mutually terminate the merger before it becomes effective.
Criteo S.A. plans a cross-border merger in which the Luxembourg parent will merge with and into its wholly owned Delaware subsidiary, Criteo Holdings, Inc. (U.S. Criteo), with the U.S. entity surviving as the new parent company. At the scheduled Effective Time of 12:00:01 a.m., January 1, 2027, each outstanding Lux Criteo ordinary share (excluding treasury shares) will be cancelled and exchanged for one share of U.S. Criteo common stock, and all assets and liabilities will transfer to the U.S. corporation.
Existing equity incentive awards will be assumed by U.S. Criteo and converted into equivalent awards over its common stock on a one-to-one basis, while current directors and officers will continue in their roles after the merger. Completion is subject to conditions including shareholder approval, effectiveness of a Form S-4 registration statement containing a proxy statement/prospectus, required governmental consents, absence of legal restraints, and approval to list U.S. Criteo common stock on a nationally recognized U.S. securities exchange. The parties may mutually terminate the merger before it becomes effective, and investors are directed to the Form S-4 and related SEC filings for detailed information.
Criteo S.A. reported weaker results for the quarter ended June 30, 2026. Revenue fell 11% to $428,018 (in thousands), driven by a 21% decline in Retail Media to $47,907 (in thousands) from scope changes with two clients and a 10% drop in Performance Media to $380,111 (in thousands) on softer Commerce Growth and supply-side activity. Gross profit decreased 14% to $222,214 (in thousands), and Contribution ex-TAC declined 13% to $255,473 (in thousands).
Net income for the quarter fell 49% to $11,751 (in thousands), while Adjusted EBITDA decreased 18% to $73,299 (in thousands), reflecting lower Contribution ex-TAC, partially offset by reduced R&D and sales and operations expenses. General and administrative costs rose on restructuring, transformation and litigation-related items, including restructuring charges of about $8.0 million year-to-date. For the first half of 2026, revenue was $852,657 (in thousands), net income $20,331 (in thousands) and Adjusted EBITDA $138,198 (in thousands), all down versus 2025. Criteo ended June with cash and cash equivalents of $252,236 (in thousands), held-to-maturity securities of $50,840 (in thousands) and access to a €407.0 million revolving credit facility, for total liquidity of about $766.8 million, after repurchasing $61.3 million of shares in the first half.
Criteo S.A. reported second-quarter 2026 results alongside a CFO transition and a share capital reduction. Revenue was $428 million, down 11% year-over-year, with gross profit of $222 million and Contribution ex-TAC of $255 million, both declining double digits. Net income was $12 million, or $0.22 diluted EPS, while adjusted net income was $41 million, or $0.80 adjusted diluted EPS. Adjusted EBITDA was $73 million, a margin of about 29% of Contribution ex-TAC. Cash from operating activities was $20 million and Free Cash Flow was $(38) million as capital expenditures increased.
The company guided 2026 Contribution ex-TAC to decrease 12% to 10% at constant currency, with an expected adjusted EBITDA margin of about 30% of Contribution ex-TAC. For Q3 2026, Criteo expects Contribution ex-TAC of $237–$241 million (down 15%–14% year-over-year at constant currency) and adjusted EBITDA of $54–$58 million. Total financial liquidity was about $767 million, including $303 million in cash and marketable securities, and the company deployed $61 million for share repurchases in the first half, including $30 million in Q2.
Criteo appointed Connor McGogney as Chief Financial Officer effective August 10, 2026, succeeding Sarah Glickman, who will serve as a senior advisor through September 30, 2026. His amended employment agreement provides a $515,000 base salary, a target bonus of 75% of salary, and an initial RSU grant valued at $458,333, plus severance and vesting protections upon certain terminations and following a Change in Control. On July 30, 2026, the company reduced share capital to EUR 1,230,722.375 by cancelling 4,500,000 treasury shares, leaving 49,228,895 ordinary shares with EUR 0.025 nominal value. Operating highlights included $1.1 billion of Q2 media spend (up 9% year-over-year at constant currency), expanded Retail Media partnerships, and Criteo’s role as OpenAI’s first advertising technology partner, with over 2,000 brands advertising on ChatGPT.