Criteo SEC Filings

CRITEO S.A. submitted a Form 144 notice regarding the proposed sale of ordinary shares, listing 6,233 ordinary shares under "Securities To Be Sold." The filing records a prior sale by SARAH GLICKMAN of 3,982 ordinary shares on 11/24/2025 for 77,696.39.

The filing classifies the 6,233 shares as tied to performance stock units vesting and restricted stock units vesting and indicates a related date of 02/23/2026. Trading venue is shown as NASDAQ.

Criteo S.A. is reminding shareholders about its general meeting on February 27, 2026 in Paris to vote on proposals related to the company’s proposed redomiciliation from France to Luxembourg. A recent French decree changed the record date rules, so only shareholders of record as of February 20, 2026 at 00:00 (Paris time) may vote.

Shareholders can vote in person, by mail, or by granting a proxy to the chairperson, another shareholder, or certain family members, with proxy materials due to Uptevia by February 23, 2026. The communication highlights extensive forward-looking risk factors that could prevent or delay the redomiciliation, including failure to obtain shareholder approval, exceeding thresholds for cash withdrawals, listing issues on Nasdaq, legal or regulatory actions, operating under Luxembourg law, and a potential later merger into a U.S. subsidiary. It directs investors to a Form S-4 registration statement and proxy statement/prospectus filed with the SEC, and to Criteo’s investor relations site, for full details on the transaction and voting materials.

Criteo S.A. announced that two major proxy advisory firms, Glass Lewis and ISS, recommend that shareholders vote “FOR” all proposals related to moving the company’s legal domicile from France to Luxembourg via a cross-border conversion and changing its listing structure. The plan would replace Criteo’s American Depositary Shares with ordinary shares that would be directly listed on Nasdaq. A general meeting of shareholders is scheduled for February 27, 2026, at 10:00 a.m. Paris time at the company’s Paris headquarters to seek approval for the conversion and related items.

Criteo S.A. filed a report highlighting that proxy advisory firms Glass Lewis and ISS recommend shareholders vote “FOR” all proposals related to the company’s plan to move its legal domicile from France to Luxembourg via a cross-border conversion and to replace its American Depositary Shares with ordinary shares directly listed on Nasdaq.

The shareholder meeting to approve the conversion and related items is scheduled for February 27, 2026 in Paris. The board believes this change can support potential U.S. index inclusion, give greater flexibility for share repurchases and treasury shares, and remove ADS-related fees and complexity, with completion targeted for the third quarter of 2026 subject to approvals and conditions.

Criteo S.A. received an amended Schedule 13G filing showing that entities affiliated with Morgan Stanley report beneficial ownership of Criteo shares. Morgan Stanley reports beneficial ownership of 4,474,503 American Depository Shares/ordinary shares, representing 8.5% of the class as of the stated event date.

Subsidiary Morgan Stanley & Co. International plc reports beneficial ownership of 3,036,144 shares, or 5.8% of the class, with shared voting and dispositive power over these shares. The filing is made as Amendment No. 2 and is signed by authorized signatories on behalf of the reporting entities.

Criteo S.A. reported modest top-line growth but stronger profitability for 2025. Revenue was $1.94 billion, up 1%, while gross profit rose 7% to $1.05 billion and net income increased 30% to $149 million, or $2.64 diluted EPS. Adjusted EBITDA grew 4% to $407 million, and free cash flow rose 16% to $211 million, supported by record-low days sales outstanding.

Fourth-quarter trends were softer, with revenue down 2% to $541 million, net income down 36% to $46 million, and adjusted EBITDA down 17% to $120 million, reflecting higher growth investments and Retail Media weakness tied to scope changes at two clients. Performance Media contribution ex‑TAC grew 5% for the year, while Retail Media grew 2%.

The company deployed $152 million on share repurchases in 2025, and the board increased remaining buyback authorization to up to $200 million. For 2026, Criteo targets flat to 2% contribution ex‑TAC growth at constant currency and an adjusted EBITDA margin of about 32–34% of contribution ex‑TAC, with Q1 contribution ex‑TAC expected to decline 11–9% year over year. Criteo also advanced plans to redomicile from France to Luxembourg in 2026 and later potentially to the United States, while investing in new agentic AI products.

DNB Asset Management has disclosed a significant passive ownership stake in Criteo S.A. It reports beneficial ownership of 5,486,161 American Depository Shares, representing 10.44% of the outstanding class as of the event date of 01/05/2026.

DNB Asset Management has sole power to vote and dispose of all these shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Criteo.

Criteo S.A. outlines key corporate developments over the past year, led by a planned redomiciliation and leadership changes. The board increased the existing share repurchase program from up to $630 million (€582.6 million) to up to $805 million (€774.6 million), with shares intended mainly for employee equity plans and potential M&A. The company also cancelled 2,195,000 shares, reducing share capital by €54,875 and allocating €63.9 million to the premiums account.

Criteo plans to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its ADS structure with ordinary shares directly listed on Nasdaq, with completion targeted for the third quarter of 2026 subject to shareholder approval at a February 27, 2026 general meeting. The board may later consider a further move to the United States, again subject to governance approvals. Management changes include appointing Michael Komasinski as CEO, the planned departure of Chief Revenue Officer Brian Gleason, and the appointment of Edouard Dinichert as Chief Customer Officer, alongside discontinuation of the Mabaya business and creation of a new U.S. holding subsidiary.

Criteo S.A. is calling a general meeting of shareholders on February 27, 2026 in Paris to vote on proposals related to a planned redomiciliation from France to Luxembourg. Shareholders of record as of February 25, 2026 at 00:00 Paris time are entitled to vote and may do so in person, by mail, or by granting a proxy to the chairperson or another eligible person. A proxy statement/prospectus, draft resolutions, proxy card and a summary of Criteo’s past fiscal year are being provided to explain the redomiciliation and other matters to be decided. The company highlights numerous risks and uncertainties around completing the redomiciliation, including shareholder approval, legal and regulatory conditions, listing on Nasdaq, tax and cost impacts, and the possibility the board may defer or abandon the transaction.