Neuberger Berman filed Amendment No. 5 to a Schedule 13G/A reporting beneficial ownership of 7,953,728 common shares of Criteo S.A. (CRTO), equal to 16% of the class. The filing lists shared voting power of 5,867,080 and shared dispositive power of 7,953,728, and cites consolidated holdings across affiliated advisory and trust entities. The filing identifies the reporting persons as Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC, and provides a principal business address in New York.
Positive
None.
Negative
None.
Insights
Large passive ownership stake reported: 16% of CRTO held across Neuberger Berman entities.
Neuberger Berman reports aggregated beneficial ownership of 7,953,728 shares with 5,867,080 shares where it has shared voting power and 7,953,728 shares with shared dispositive power. The filing attributes holdings to multiple affiliated advisory and trust entities.
Holder-level decisions will determine future trading; subsequent filings would show changes. Timing: amendment dated 02/27/2026 and signed 03/03/2026.
Disclosure clarifies aggregation and disclaimers under Rule 13d-3/13d-4; standard fiduciary aggregation language present.
The filing aggregates client and trust accounts and includes disclaimers that some affiliates disclaim beneficial ownership under Exchange Act rules. It notes information barriers for certain subsidiaries per SEC Release No. 34-39538.
Compliance implication: filings align with aggregation principles; watch subsequent amendments for any material ownership drift recorded in public filings.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Criteo S.A.
(Name of Issuer)
Common
(Title of Class of Securities)
02/27/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Neuberger Berman Group LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,867,080.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,953,728.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,953,728.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP Number(s):
1
Names of Reporting Persons
Neuberger Berman Investment Advisers LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
5,731,390.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,818,038.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,818,038.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
16.0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Criteo S.A.
(b)
Address of issuer's principal executive offices:
32 RUE BLANCHE, PARIS, I0, 75009.
Item 2.
(a)
Name of person filing:
Neuberger Berman Group LLC
Neuberger Berman Investment Advisers LLC
(b)
Address or principal business office or, if none, residence:
1290 Avenue of the Americas
New York, NY 10104
(c)
Citizenship:
Delaware
(d)
Title of class of securities:
Common
(e)
CUSIP No.:
226718104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
7953728
Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC, and Neuberger Berman Investment Advisers LLC and certain affiliated persons may be deemed to beneficially own the securities covered by this report in their various fiduciary capacities by virtue of the provisions of Exchange Act Rule 13d-3. Neuberger
Berman Group LLC, through its subsidiaries Neuberger Berman Investment Advisers Holdings LLC and Neuberger Trust Holdings LLC controls Neuberger Berman Trust Co N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC, Neuberger Berman Trust Co of Delaware N.A. and Neuberger Berman Investment Advisers LLC and certain affiliated persons.This report is not an admission that any of these entities are the beneficial owner of the securities covered by this report and each of Neuberger Berman Group LLC, Neuberger Berman Investment Advisers Holdings LLC, Neuberger Trust Holdings LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC, Neuberger Berman Trust Co of Delaware N.A. and Neuberger Berman Investment Advisers LLC and certain affiliated persons disclaim beneficial ownership of the securities covered by this statement pursuant to Exchange Act Rule 13d-4.The information in this filing reports securities of the issuer that may be deemed to be beneficially owned by Neuberger Berman Group LLC, Neuberger Berman Investment Advisers Holdings LLC, Neuberger Trust Holdings LLC, Neuberger Berman Trust Co N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC, Neuberger Berman Trust Co of Delaware N.A. and Neuberger Berman Investment Advisers LLC ("NBG Filers"). The securities of the issuer, if any, that may be deemed to be beneficially owned by NB Alternatives Advisers LLC and other subsidiaries of Neuberger Berman Group LLC that are separated from the NBG Filers by an information barrier in accordance with SEC Release No. 34-39538 (January 12, 1998) are not reflected in this filing.
(b)
Percent of class:
16 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
5867080
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
7953728
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Neuberger Berman Group LLC and its affiliates may be deemed to be beneficial owners of securities for purposes of Exchange Act Rule 13d-3 because they or certain affiliated persons have shared power to retain, dispose of or vote the securities of unrelated clients. Neuberger Berman Group LLC
or its affiliated persons do not, however, have any economic interest in the securities of those clients. The clients have the sole right to receive and the power to direct the receipt of dividends from or proceeds from the sale of such securities. Other than named in this filing, no one client has an interest of more than 5% of the issuer.With regard to the shares set forth under item 4(c)(ii), Neuberger Berman Group LLC may be deemed to be the beneficial owner for purposes of Rule 13d-3 because certain affiliated persons have shared power to retain, dispose of and vote the securities. In addition to the holdings of individual advisory clients, Neuberger Berman Investment Advisers LLC serves as investment manager of Neuberger Berman Group LLC's various registered mutual funds which hold such shares. The holdings belonging to clients of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC and Neuberger Berman Investment Advisers LLC are also aggregated to comprise the holdings referenced herein.In addition to the shares set forth under Item 4(c)(ii) for which Neuberger entities also have shared power to dispose of the shares, item 4(c)(iv) also includes shares from individual client accounts over which Neuberger Berman Investment Advisers LLC has shared power to dispose but does not have voting power over these shares. The holdings of Neuberger Berman Trust Co N.A., Neuberger Berman Trust Co of Delaware N.A., Neuberger Berman Asia Ltd., Neuberger Berman Canada ULC and Neuberger Berman Investment Advisers LLC, are also aggregated to comprise the holdings referenced herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
How many CRTO shares does Neuberger Berman report owning?
Neuberger Berman reports beneficial ownership of 7,953,728 CRTO common shares. The figure appears in Item 4 as the aggregate beneficial ownership reported across affiliated advisory and trust entities.
What percentage of Criteo (CRTO) does this filing represent?
The filing states holdings represent 16% of the class. That percentage is shown in Item 4 alongside the aggregate share count and voting/dispositive power disclosures.
Which Neuberger Berman entities filed the Schedule 13G/A amendment?
The filing names Neuberger Berman Group LLC and Neuberger Berman Investment Advisers LLC. It also references affiliated trusts and subsidiaries aggregated for reporting purposes.
Does Neuberger Berman report sole voting or dispositive power over the shares?
The filing reports 0 shares of sole voting power and 0 shares of sole dispositive power. It reports shared voting and dispositive powers instead.
Are all affiliated Neuberger Berman subsidiaries included in this aggregation?
The filing aggregates holdings of multiple affiliated advisers and trust companies but excludes certain subsidiaries segregated by an information barrier. It cites SEC Release No. 34-39538 for that separation.
When was the Schedule 13G/A amendment signed?
The amendment bears signature dates of 03/03/2026. The cover lists the filing date as 02/27/2026, with signatures executed on March 3, 2026.
