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.
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 is asking shareholders to approve a cross-border Conversion that will change its legal domicile from France to Luxembourg while preserving the same corporate entity, business and strategy. At the effective time, each existing ordinary share, including those represented by ADSs, will become one ordinary share of Lux Criteo, with outstanding options, warrants and restricted stock units carrying over on the same terms, so the move is not expected to dilute existing economic interests. A general meeting in Paris on February 27, 2026 will vote on the Conversion, new Luxembourg articles, auditor and capital delegation proposals, which are all inter‑conditional, and the board unanimously recommends voting FOR each item.
Holders of ordinary shares who vote against the Conversion may exercise a Dissenter Option to have their shares repurchased for EUR 17.94 in cash, subject to an overall 10% share cap and an aggregate cap of EUR 94,250,000. Following completion, Criteo expects Lux Criteo’s ordinary shares to be listed directly on Nasdaq under the symbol “CRTO” and may later seek a further redomiciliation to the United States if deemed in shareholders’ best interests.
Criteo plans to change its legal home from France to Luxembourg through a cross-border conversion that keeps the same business, management structure and share count while shifting its governing law. The new Luxembourg entity, Lux Criteo, is expected to have its ordinary shares directly listed on Nasdaq under the “CRTO” symbol, replacing the current ADS structure. Each existing ordinary share and equity award would convert into an equivalent Lux Criteo instrument, and operations, including the AI Lab and R&D in France, are expected to continue unchanged.
Shareholders will vote at a February 27, 2026 general meeting on the Conversion, new Luxembourg articles, auditor appointment and board share issuance delegations, all of which are inter‑conditional. Holders who vote against the Conversion may exercise a cash “Dissenter Option” at EUR 17.94 per share, subject to overall caps, while Criteo continues to explore a potential later move from Luxembourg to the United States via a separate cross‑border merger.
Criteo S.A. reports that its Board of Directors has approved a previously announced plan to move the company’s legal domicile from France to Luxembourg through a cross-border conversion and to replace its American Depositary Share structure with ordinary shares directly listed on Nasdaq. A general meeting of shareholders is scheduled for February 27, 2026, in Paris to seek shareholder approval for the conversion and related proposals. Ordinary shareholders of record at the close of business on February 25, 2026 will be entitled to vote, and ADS holders of record at the close of business on January 20, 2026 may instruct the depositary on how to vote the underlying shares.
Criteo shares a year-end update highlighting its strategic shift toward Agentic AI and a planned change in corporate structure. The company sees AI assistants as a new commerce discovery layer and believes its rich commerce data, scaled AI, and early investment in tools like Model Context Protocol will support a multi-year growth strategy.
Criteo has organized around two segments, Retail Media and Performance Media, to sharpen execution. It also intends to redomicile to Luxembourg and directly list its ordinary shares on Nasdaq, aiming to increase capital management flexibility, simplify its ADS structure, and support potential inclusion in key U.S. indices. Management believes these steps can broaden the shareholder base, improve liquidity, and support long-term shareholder value, while cautioning that the redomicile is subject to shareholder approval and other conditions.
Criteo S.A. director Rachel Picard reported buying additional company stock. On 12/12/2025, she acquired 8,276 Ordinary Shares at a price of $20.63 per share, bringing her total beneficial ownership to 53,488 Ordinary Shares held directly.
The filing explains that these shares were purchased under a compensation plan for non-employee directors, where additional remuneration must be used within a set period to buy Criteo securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the director. The Ordinary Shares may also be held as American Depositary Shares, with each ADS currently representing one Ordinary Share.
Criteo S.A. (CRTO) reported an insider transaction by its Chief Financial Officer, Sarah Glickman. On 11/24/2025, she sold 3,982 Ordinary Shares at a price of $19.51 per share. The filing explains these shares were automatically sold to cover tax withholding obligations from the settlement of a previously reported equity award, rather than a discretionary open-market sale. After this transaction, she beneficially owns 353,227 Ordinary Shares, which may be held directly or in the form of American Depositary Shares, each currently representing one Ordinary Share.
Criteo S.A. (CRTO) reported an insider transaction by its Chief Legal Officer. On 11/24/2025, the reporting person sold 3,394 Ordinary Shares at a price of $19.51 per share. After this transaction, the reporting person beneficially owned 117,508 Ordinary Shares.
The filing explains that these shares were automatically sold to cover tax withholding obligations that arose from the settlement of a previously reported equity award. The Ordinary Shares may be represented by American Depositary Shares, each representing one Ordinary Share.
Criteo S.A. (CRTO) reported an insider transaction on a Form 4 by its Chief Legal Officer. On 11/13/2025, the officer reported a sale of 6,444 ordinary shares, executed in multiple transactions at prices ranging from $24.06 to $26.12 per share. Following the transaction, the officer beneficially owned 120,902 shares, held directly. The filing notes that Criteo’s ordinary shares may be represented by ADSs, with each ADS equal to one ordinary share.
Criteo S.A. (CRTO) disclosed that a company director reported acquiring 4,444 ordinary shares on 11/05/2025. The filing notes these were open‑market purchases made under the issuer’s independent director compensation program, which provides additional remuneration that must be used to buy company securities and is subject to a time‑based shareholding commitment.
The purchases occurred in multiple transactions at prices ranging from $22.18 to $22.51 per share. Following the reported transactions, the director directly holds 4,444 shares. The ordinary shares may be represented by ADSs, with each ADS currently representing one ordinary share.