DNB Asset Management discloses 10.44% Criteo (CRTO) stake in Schedule 13G/A

Rhea-AI Filing Summary

DNB Asset Management has disclosed a significant passive ownership stake in Criteo S.A. It reports beneficial ownership of 5,486,161 American Depository Shares, representing 10.44% of the outstanding class as of the event date of 01/05/2026.

DNB Asset Management has sole power to vote and dispose of all these shares, with no shared voting or dispositive power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Criteo.

Insights

Equity ownership and governance analyst

DNB Asset Management reports a 10.44% passive stake in Criteo.

DNB Asset Management reports beneficial ownership of 10.44% of Criteo S.A. through 5,486,161 American Depository Shares as of 01/05/2026. It holds sole voting and dispositive power over these shares, indicating centralized decision-making within the manager.

The certification clarifies that the position was acquired and is held in the ordinary course of business, and is not aimed at changing or influencing control of Criteo. This aligns with a Schedule 13G passive ownership posture rather than an activist stance.

While a stake above 10% is sizable and makes DNB Asset Management an important shareholder, the explicitly passive intent and lack of control-related objectives suggest this is primarily a disclosure of ownership rather than a strategic shift. Future ownership updates, if any, would appear in subsequent beneficial ownership 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)

American Depository Shares, each representing one Ordinary Share, nominal value E0.025 per share

(Title of Class of Securities)

226718104

(CUSIP Number)

01/05/2026

(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 No. 226718104

1

Names of Reporting Persons

DNB Asset Management AS

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

NORWAY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,486,161.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 5,486,161.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

5,486,161.00

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)

10.44 %

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, 32 RUE BLANCHE, PARIS, FRANCE, 75009.
Item 2.
(a)	Name of person filing: DNB Asset Management AS
(b)	Address or principal business office or, if none, residence: Dronning Eufemias Gate 30, 0191 Oslo, Norway
(c)	Citizenship: Citizenship is set forth in Row 4 of the cover page for the Reporting Person and is incorporated herein by reference.
(d)	Title of class of securities: American Depository Shares, each representing one Ordinary Share, nominal value E0.025 per share
(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: 5,486,161 shares
(b)	Percent of class: 10.44 % deemed beneficially owned
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,486,161
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 5,486,161
	(iv) Shared power to dispose or to direct the disposition of: 0
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.
	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.

DNB Asset Management AS

Signature:	/s/ Michael J. Carey
Name/Title:	Senior Equity Trader
Date:	02/04/2026

FAQ

How many Criteo (CRTO) shares does DNB Asset Management own?

DNB Asset Management reports beneficial ownership of 5,486,161 American Depository Shares of Criteo S.A. These ADSs each represent one ordinary share and give DNB Asset Management a sizeable position with sole voting and dispositive power over all reported shares.

What percentage of Criteo (CRTO) does DNB Asset Management hold?

DNB Asset Management states it beneficially owns 10.44% of Criteo’s outstanding class. This percentage reflects its 5,486,161 American Depository Shares as of the event date, making it a major shareholder under U.S. beneficial ownership reporting rules.

Is DNB Asset Management an activist investor in Criteo (CRTO)?

DNB Asset Management certifies that its Criteo holdings are acquired and held in the ordinary course of business. It explicitly states they were not acquired to change or influence control of Criteo and are not part of any control-related transaction.

What voting rights does DNB Asset Management have over its Criteo (CRTO) stake?

DNB Asset Management reports sole power to vote 5,486,161 shares and no shared voting power. It also has sole dispositive power over the same number of shares, meaning it alone can decide how to vote and whether to sell those securities.

When did DNB Asset Management’s Criteo (CRTO) ownership trigger this filing?

The ownership position triggered reporting as of the event date 01/05/2026. The Schedule 13G/A amendment documents DNB Asset Management’s beneficial ownership level and powers as of that date, with the certification signed on 02/04/2026.

Who signed the Criteo (CRTO) Schedule 13G/A for DNB Asset Management?

The filing is signed by Michael J. Carey, identified as a Senior Equity Trader. The signature appears under a certification that, after reasonable inquiry, the information in the statement is true, complete, and correct as of the signing date, 02/04/2026.