Morgan Stanley (CRTO) discloses 8.5% Criteo holding in amended 13G

Rhea-AI Filing Summary

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Criteo S.A.

(Name of Issuer)

American Depository Shares / Ordinary Shares

(Title of Class of Securities)

226718104

(CUSIP Number)

12/31/2025

(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 No. 226718104

1

Names of Reporting Persons

Morgan Stanley

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 4,456,486.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,474,503.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,474,503.00

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)

8.5 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 226718104

1

Names of Reporting Persons

Morgan Stanley & Co. International plc

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

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,036,144.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,036,144.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,036,144.00

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)

5.8 %

12

Type of Reporting Person (See Instructions)

BD, FI, CO

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: 1: Morgan Stanley 2: Morgan Stanley & Co. International plc
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 25 Cabot Square Canary Wharf, London, E14 4QA, United Kingdom
(c)	Citizenship: 1: Delaware 2: United Kingdom
(d)	Title of class of securities: American Depository Shares / Ordinary Shares
(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).
	By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to section 240.13d-1(b)(1)(ii)(J) is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 8.5 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
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.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
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 foreign regulatory scheme applicable to a broker or dealer registered under section 15 of the Act (15 U.S.C. 78o) is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

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.

Morgan Stanley

Signature:	Christopher O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	02/11/2026

Morgan Stanley & Co. International plc

Signature:	David Lindsay
Name/Title:	Authorized Signatory, Morgan Stanley & Co. International plc
Date:	02/11/2026

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

What does Morgan Stanley disclose in its Schedule 13G/A for CRTO?

Morgan Stanley reports beneficial ownership of 4,474,503 Criteo S.A. American Depository Shares/ordinary shares. This stake represents 8.5% of the class, reported as of the event date that triggered the filing requirement.

How many Criteo (CRTO) shares does Morgan Stanley & Co. International plc report owning?

Morgan Stanley & Co. International plc reports beneficial ownership of 3,036,144 Criteo shares. This position represents 5.8% of the class, with shared voting and shared dispositive power over the reported American Depository Shares/ordinary shares.

What type of securities are covered in Morgan Stanley’s Criteo Schedule 13G/A?

The filing covers Criteo S.A. American Depository Shares and ordinary shares. These securities are identified by CUSIP number 226718104, and the reported ownership percentages are based on this class of securities.

What is the event date referenced in the Criteo (CRTO) Schedule 13G/A filing?

The Schedule 13G/A identifies December 31, 2025 as the date of the event requiring the filing. Ownership information, including share counts and percentages, is reported with reference to this event date.

How is Morgan Stanley classified in the Criteo S.A. Schedule 13G/A?

Morgan Stanley is classified as an HC, indicating a parent holding company or control person. Morgan Stanley & Co. International plc is classified as BD and FI, reflecting its roles as a broker-dealer and a financial institution under the reporting rules.

Who signed the Criteo (CRTO) Schedule 13G/A on behalf of Morgan Stanley?

Christopher O’Hara signed as an authorized signatory for Morgan Stanley, and David Lindsay signed as an authorized signatory for Morgan Stanley & Co. International plc. Both signatures are dated February 11, 2026, certifying the accuracy of the information.