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 acquired ordinary shares through equity awards, with no cash paid per share. On February 26, 2026, 17,284 shares became eligible for time-based vesting from performance-based stock units granted on February 28, 2025. Two thirds of these shares will vest on the two-year anniversary of that grant date, and the remainder on the three-year anniversary.
On the same date, 4,915 additional shares became eligible for time-based vesting from a performance-based stock unit grant made on March 1, 2024. These 4,915 shares are scheduled to vest on the two-year anniversary of that earlier grant. Following these acquisitions, Glickman directly owned 371,089 ordinary shares. The ordinary shares may be represented by American Depositary Shares, each currently representing one ordinary share.
Criteo S.A. Chief Legal Officer Damon Ryan reported equity awards tied to performance-based stock units. On February 26, 2026, he acquired 13,093 Ordinary Shares at a price of $0.00 per share following achievement of performance goals from a February 28, 2025 grant. He also acquired 4,165 Ordinary Shares at $0.00 per share from the first performance tranche of a March 1, 2024 grant. After these award-related acquisitions, his direct holdings totaled 128,789 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.
Criteo S.A. CEO Michael Komasinski reported an equity award tied to prior performance goals. He acquired 42,771 ordinary shares at no cost following the determination of the performance achievement on February 26, 2026. These shares will vest over two and three years from the February 28, 2025 grant date.
Criteo S.A. shareholders approved a cross-border conversion of French Criteo into a Luxembourg public limited company ("Lux Criteo") at a general meeting held on February 27, 2026. The vote approved the conversion, the Lux Articles establishing an authorized share capital equal to 10% of issued share capital (nominal value €0.025 per share), a five-year authorization for the board to issue new shares and related instruments with the ability to limit or withdraw preferential subscription rights, an 18-month authorization to acquire up to 11,000,000 shares, a five-year cancellation authority for treasury shares, appointment of Deloitte Audit as statutory auditor, and delegation of powers to effect the Constat Deed. Voting tallies for each proposal are provided in the filing.
Criteo S.A. shareholders approved moving the company’s legal home from France to Luxembourg through a cross-border conversion into “Lux Criteo,” while keeping the same legal entity and directors at the effective time.
Investors also backed new Luxembourg articles granting an authorized share capital equal to 10% of issued and outstanding share capital at the effective time. The board is authorized for five years to issue new shares and related instruments and to limit or withdraw preferential subscription rights, plus to cancel treasury shares. The board may also repurchase up to 11,000,000 shares over 18 months. Shareholders appointed Deloitte Audit as statutory auditor from the effective time and approved broad delegations and adjournment authority to complete the conversion.
Criteo S.A. files its annual report and outlines a planned cross-border Conversion of its legal domicile from France to Luxembourg, with a later move to the United States subject to board approval and conditions. The company describes an AI‑driven Commerce Intelligence Platform that powered over $39 billion in 2025 commerce outcomes, activated more than $4.3 billion of media spend, and delivered 2 trillion targeted ads for about 17,000 clients with roughly 90% retention. Criteo highlights its first‑party commerce data, predictive AI, and global media access, alongside detailed risk factors covering competition, privacy and data regulation, macroeconomic pressures, and extensive legal and tax risks tied to the planned Conversion and potential Luxembourg and U.S. domiciles.
Criteo S.A. Chief Financial Officer Sarah JS Glickman reported automatic sales of company stock to cover taxes from an equity award. On February 23, 2026, she sold 2,796 Ordinary Shares at $16.81 per share. On February 24, 2026, she sold 1,541 Ordinary Shares at $16.71 per share. The filing states these shares were automatically sold on her behalf to fund tax withholding obligations from the settlement of a previously reported security award. Following these transactions, she directly owns 348,890 Ordinary Shares, which may be represented by American Depositary Shares, each currently equal to one Ordinary Share.
Criteo S.A. Chief Legal Officer Damon Ryan reported automatic sales of company stock to cover tax obligations from equity awards. On February 23, he sold 1,736 ordinary shares at $16.81 per share, and on February 24, he sold 1,019 shares at $16.71 per share. After these tax-related sales, he continued to hold 111,531 ordinary shares. Each ordinary share may also be represented by one American Depositary Share.
Criteo S.A. submitted a Form 144 notifying a proposed sale of 3,833 ordinary shares linked to performance stock units and restricted stock units. The filing ties the shares to vesting under compensation arrangements with an effective date of 02/24/2026.
The notice also reports prior sales by Sarah Glickman of 3,982 shares on 11/24/2025 for $77,696.39 and 2,796 shares on 02/23/2026 for $47,014.46.
Criteo S.A. notice of proposed sale of 2,449 ordinary shares tied to performance share units and restricted share unit vesting scheduled 02/24/2026.
The filing also lists recent dispositions by Ryan Damon: 3,394, 3,222, and 1,736 ordinary shares on 11/24/2025, 12/17/2025, and 02/23/2026