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Criteo SEC Filings

CRTO Nasdaq

Welcome to our dedicated page for Criteo SEC filings (Ticker: CRTO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.

This page provides access to U.S. Securities and Exchange Commission filings for Criteo S.A. (NASDAQ: CRTO), a software publisher and ad-tech company active in digital advertising and commerce media. Through these filings, investors can review how Criteo reports its financial condition, operating performance, and material corporate events.

Criteo’s SEC submissions include current reports on Form 8-K, which the company uses to disclose events such as quarterly financial results, leadership changes, and strategic corporate actions. For example, Form 8-K filings have covered the release of earnings for specific quarters, the use of non-GAAP measures like Contribution ex-TAC and Adjusted EBITDA, the appointment of senior executives, and the announcement of the company’s intention to transfer its legal domicile from France to Luxembourg and replace its American Depositary Shares structure with ordinary shares directly listed on Nasdaq.

In addition to 8-Ks, investors can consult Criteo’s annual reports on Form 10-K and quarterly reports on Form 10-Q, which the company references in its public communications. These documents typically contain detailed discussions of risk factors, segment performance for Retail Media and Performance Media, non-GAAP reconciliations, and information on cash flows, liquidity, and capital allocation.

Stock Titan’s SEC filings page is designed to surface these documents alongside AI-powered summaries that explain key points from lengthy filings. Real-time updates from the EDGAR system help users see new 8-K, 10-K, and 10-Q filings as they are posted. The platform also makes it easier to locate insider transaction reports on Form 4 and proxy-related materials, so users can examine topics such as equity compensation and governance.

By combining Criteo’s official SEC disclosures with AI-generated highlights, this page helps investors and researchers quickly understand the company’s reported results, non-GAAP metrics, and major corporate actions, including its planned redomiciliation steps.

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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).

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Sarah Glickman, Chief Financial Officer of Criteo S.A. (CRTO), reported a routine sale of company stock. The Form 4 shows the sale of 3,981 Ordinary Shares on 08/25/2025 at a price of $24.06 per share. The filing states the shares were automatically sold to satisfy tax withholding obligations arising from the settlement of a previously reported equity award. After the transaction, the reporting person beneficially owned 357,209 Ordinary Shares. The form notes Ordinary Shares may be represented by American Depositary Shares, each currently representing one Ordinary Share.

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Criteo S.A. (CRTO) Form 144 notice reports a proposed sale of 3,393 ordinary shares through Citigroup Global Markets with an aggregate market value of $81,634.90, expected to occur on 08/25/2025 on NASDAQ. The shares were originally acquired on 02/24/2022 as performance stock units and restricted stock units from Criteo S.A., and the filing states the beneficial owner will receive compensation on the sale date. The filer also disclosed a prior sale of 1,263 shares on 05/27/2025 for gross proceeds of $32,987.16. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

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Criteo S.A. Form 144 notice shows proposed sale of 3,981 ordinary shares through Citigroup Global Markets with an aggregate market value of $95,782.06. The shares are scheduled for sale approximately on 08/25/2025 on NASDAQ. The shares being sold were originally acquired as restricted stock units and performance stock units that vested on 02/24/2022 and were granted by Criteo S.A. for compensation. The filer reports 10,076 such shares acquired under that grant and lists total shares outstanding of 52,327,360. The filing also discloses a related sale by Sarah Glickman of 1,520 shares on 05/27/2025 for gross proceeds of $39,699.51.

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Barclays PLC reports beneficial ownership of 3,035,479 Criteo ADRs, representing 5.71% of the class. The filing breaks the position into 775,479 shares of sole voting and dispositive power and 2,260,000 shares of shared voting and dispositive power. Barclays is organized in the United Kingdom and names Barclays Bank PLC and Barclays Capital Inc as relevant subsidiaries. The filer certifies these securities are held in the ordinary course of business and were not acquired to change or influence the issuer's control. The statement is submitted on Schedule 13G as a holding-company disclosure of a passive stake.

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Criteo S.A. is reported to have 4,071,880 ordinary shares beneficially owned by Senvest Management, LLC and Richard Mashaal, representing 7.7% of the company based on 53,141,869 ordinary shares outstanding as reported in the company quarterly report. The securities are held in accounts of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP; Senvest Management acts as investment manager and Mr. Mashaal is the managing member.

The filing identifies the class as ordinary shares (nominal value 20.025) and notes that American Depositary Shares represent ordinary shares and trade on Nasdaq under CRTO. The statement includes a certification that the holdings were not acquired to change or influence control and reports shared voting and dispositive power over the disclosed shares.

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Morgan Stanley and its UK broker-dealer subsidiary have filed Amendment No. 1 to Schedule 13G disclosing a >5% passive stake in Criteo S.A. (NASDAQ: CRTO). As of 30 Jun 2025, Morgan Stanley, classified as a parent holding company (HC, CO), reports beneficial ownership of 3,336,522 American Depositary Shares/ordinary shares, equal to 6.3 % of Criteo’s outstanding class. The shares are held with shared voting power of 3,329,081 and shared dispositive power of 3,336,522; no sole voting or dispositive power is reported.

Morgan Stanley & Co. International plc, a UK-based broker-dealer (BD, FI, CO), separately reports 3,284,642 shares (6.2 %) with identical shared voting and dispositive power and zero sole authority. The filing, submitted 7 Aug 2025, indicates that the combined operating units of Morgan Stanley have crossed the 5 % threshold, necessitating this Schedule 13G filing under Rule 13d-1(b). No other material transactions, earnings data, or intentions (Schedule 13D) are disclosed; the position is presented as passive institutional ownership.

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Criteo S.A. (CRTO) Q2-25 10-Q highlights

Revenue grew 2% YoY to $482.7 M, driven by Retail Media +11% while Performance Media was flat. Currency-neutral growth was flat as Euro/JPY strength cut $10 M. Traffic acquisition costs fell 7% to $190.6 M, lifting gross margin to 53.6% (49.4% LY) and Contribution ex-TAC to $292.1 M (+9%).

Operating expenses jumped 17% to $228.1 M, mainly from R&D +33% (accelerated cookie-related amortisation $7.9 M) and sales & ops +14%. Operating income fell 18% to $30.5 M; net income declined 18% to $22.9 M, or $0.39 diluted EPS (vs $0.46). H1-25 net income improved 72% to $62.9 M on lighter TAC and lower other costs.

Cash & balance sheet

  • Cash & equivalents: $205.7 M (-$85 M YTD) after $104.5 M share buybacks; new authorisation raised to $805 M.
  • Operating cash flow H1: $60.9 M (+95% YoY); capex/internally developed software $52.3 M.
  • Total equity rose to $1.128 B; net cash position unaffected by long-term debt ($0.3 M).

Key developments & risks

  • Largest customer (4.6% FY-24 sales) to reduce scope from Nov-25.
  • Alphabet halted cookie deprecation; company recorded $0.9 M impairment and extended server useful life to 6 yrs.
  • Ongoing CNIL GDPR fine (€40 M) under appeal; new class action over health-data advertising filed Jul-25.

Regionally, Americas revenue -6%, EMEA +10%, APAC +7%. Retail Media momentum and lower TAC offset regional softness, but rising opex and legal uncertainties weigh on profitability and cash.

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FAQ

What is the current stock price of Criteo (CRTO)?

The current stock price of Criteo (CRTO) is $17.81 as of February 15, 2026.

What is the market cap of Criteo (CRTO)?

The market cap of Criteo (CRTO) is approximately 911.0M.

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