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 (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 (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 (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. 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. 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. 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. 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).
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).
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.
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.