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.
Criteo S.A. filed a Rule 425 communication outlining a proposed transaction that will be put to a shareholder vote via a forthcoming Registration Statement on Form S-4, which will include a proxy statement/prospectus for a special meeting.
The communication lists key conditions and risks, including obtaining the required shareholder approvals, a threshold tied to an option for shareholders to withdraw shares for cash, potential legal or regulatory actions, and the risk of failing to list shares on Nasdaq following the transaction or maintain that listing. It also references potential changes such as terminating the ADS program and, following completion, a possible redomiciliation to the United States via a merger into a newly incorporated, wholly owned U.S. subsidiary.
The document clarifies definitions around passive vs. active funds, ADSs and ordinary shares, and notes that Criteo is not currently eligible for inclusion in major U.S. indices, resulting in no passive funds in its shareholder base. It emphasizes that this is not an offer or solicitation and directs investors to review the S-4, proxy statement/prospectus and related filings when available.
Criteo (CRTO) plans a corporate reorganization: the company intends to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its ADS structure with a direct listing of its ordinary shares on Nasdaq. The Conversion is expected in the third quarter of 2026, subject to prior consultation with the French works council and a shareholder approval threshold of a two-thirds majority of votes cast.
Management says these steps are meant to simplify the structure, increase capital management flexibility, and improve potential eligibility for inclusion in U.S. stock indices. After moving to Luxembourg, the company may pursue a subsequent transfer to the United States. Criteo emphasized continued commitment to its teams and AI Lab in Paris.
The company also appointed Edouard (Ed) Dinichert as Chief Customer Officer, effective December 1, to lead Performance Sales and Global Business Operations and oversee strategic accounts, reporting to the CEO.
Criteo S.A. plans to shift its legal domicile from France to Luxembourg via a cross-border conversion and replace ADSs with ordinary shares directly listed on Nasdaq. Completion is targeted for Q3 2026, subject to prior consultation with the French works council and shareholder approval by a two‑thirds majority of votes cast.
The company cites reduced corporate complexity, greater capital management flexibility versus French law, potential eligibility for certain U.S. indices, and elimination of ADS-related fees. A subsequent U.S. redomiciliation could occur as early as Q1 2027 if approved. Shareholders who vote against have an exit right; the expected cash exit price references a 30‑day VWAP of EUR 17.94 per ADS, with conditions that aggregate payouts not exceed EUR 94.25 million and exercises not exceed 10% of outstanding share capital. Obtaining a French tax ruling confirming tax neutrality is a condition precedent. Operations, strategy, governance and R&D in France are expected to remain unchanged.
Criteo S.A. reported strong Q3 2025 results and announced a planned redomiciliation. Revenue was $470 million, up 2% year over year, while gross profit rose 11% to $256 million. Net income increased to $40 million, or $0.70 diluted EPS, compared with $6 million, or $0.11, a year ago. Non-GAAP metrics improved, with Adjusted EBITDA at $105 million (up 28%) and adjusted diluted EPS at $1.31 (up 36%).
Free cash flow reached $67 million and cash from operating activities was $90 million. As of September 30, 2025, cash and marketable securities totaled $296 million; the company repurchased $115 million of shares in the first nine months and cited total financial liquidity of approximately $811 million. Retail Media revenue grew 10% to $67 million, and Performance Media revenue was $403 million, up 1%.
The company plans to transfer its legal domicile from France to Luxembourg and replace its ADS structure with ordinary shares directly listed on Nasdaq, expected in the third quarter of 2026, subject to shareholder approval. Criteo also named Amazon veteran Edouard Dinichert as Chief Customer Officer, effective December 1, 2025.
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).
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.
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.
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.
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.
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.