Morgan Stanley (CRTO) discloses 9.8% Criteo ownership through Schedule 13G/A

Rhea-AI Filing Summary

Morgan Stanley and Morgan Stanley & Co. International plc report their beneficial ownership of Criteo S.A. Ordinary Shares / American Depository Shares on a Schedule 13G/A. Morgan Stanley reports beneficial ownership of 4,908,581 shares, representing 9.8% of the class, all held with shared voting and dispositive power. Morgan Stanley & Co. International plc separately reports beneficial ownership of 2,803,375 shares, representing 5.6% of the class, also with shared voting and dispositive power and no sole voting or dispositive authority. The filing is made in Morgan Stanley’s capacity as a holding company and registered broker-dealer and includes a joint filing agreement and subsidiary identification exhibits.

Key Figures

Morgan Stanley beneficial ownership: 4,908,581 shares Morgan Stanley ownership percentage: 9.8% MS & Co. International plc ownership: 2,803,375 shares +2 more

5 metrics

Morgan Stanley beneficial ownership 4,908,581 shares Beneficially owned by Morgan Stanley, representing 9.8% of Criteo’s class

Morgan Stanley ownership percentage 9.8% Percent of Criteo Ordinary Shares / ADSs reported by Morgan Stanley

MS & Co. International plc ownership 2,803,375 shares Beneficially owned by Morgan Stanley & Co. International plc, 5.6% of class

MS & Co. International plc ownership percentage 5.6% Percent of Criteo Ordinary Shares / ADSs reported by MS & Co. International plc

Shared voting power (Morgan Stanley) 4,846,632 shares Shares of Criteo with which Morgan Stanley has shared voting power

Key Terms

beneficially owned, shared voting power, shared dispositive power, holding company, +1 more

5 terms

beneficially owned financial

"Amount beneficially owned: See the response(s) to Item 9 on the attached"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

shared voting power financial

"Shared Voting Power 4,846,632.00 7 | Sole Dispositive Power 0.00"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

shared dispositive power financial

"Shared Dispositive Power 4,908,581.00 9 4,908,581.00"

holding company financial

"12 HC, Morgan Stanley & Co. International plc 2 |"

A holding company is an organization that owns enough shares of other businesses to control them but usually does not run their day-to-day operations. Think of it as an umbrella or parent that lets investors gain exposure to several companies through one vehicle; its value depends on the performance, risks, dividends and debts of the companies it holds, so it matters for assessing diversification, control and consolidated financial health.

broker or dealer registered under section 15 of the Act regulatory

"A broker or dealer registered under section 15 of the Act"

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Available on EDGAR 08/13/2026 - 04:13 PM Accepted by SEC EDGAR 08/13/2026 - 04:11 PM Learn about SEC filing dates

FAQ

How many Criteo (CRTO) shares does Morgan Stanley report owning in this Schedule 13G/A?

Morgan Stanley reports beneficial ownership of 4,908,581 Criteo shares, representing 9.8% of the class. These shares are held with shared voting and dispositive power, and no sole voting or dispositive authority is reported.

What ownership stake in Criteo (CRTO) is reported by Morgan Stanley & Co. International plc?

Morgan Stanley & Co. International plc reports 2,803,375 Criteo shares, equal to 5.6% of the class. All of these shares are reported with shared voting and shared dispositive power, with no sole voting or dispositive power disclosed.

What percentage of Criteo (CRTO) does Morgan Stanley collectively report on this Schedule 13G/A?

Morgan Stanley reports an aggregate 9.8% beneficial ownership of Criteo’s Ordinary Shares / ADSs. This percentage relates to 4,908,581 shares for which Morgan Stanley has shared, but not sole, voting and dispositive power.

Does Morgan Stanley report sole voting or dispositive power over Criteo (CRTO) shares?

No. The filing reports 0 shares with sole voting power and 0 shares with sole dispositive power. All reported Criteo holdings are under shared voting and shared dispositive power for both Morgan Stanley and Morgan Stanley & Co. International plc.

How is Morgan Stanley classified in the Criteo (CRTO) Schedule 13G/A filing?

Morgan Stanley is classified as HC (holding company) under Item 3, while Morgan Stanley & Co. International plc is classified as BD, FI, indicating a broker-dealer and financial institution, in connection with their Criteo share ownership.

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

The Schedule 13G/A is signed by Claire Gordon as Authorized Signatory for both Morgan Stanley and Morgan Stanley & Co. International plc, each signature dated 08/13/2026, certifying the accuracy of the information provided.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Criteo S.A.

(Name of Issuer)

Ordinary Shares / American Depository Shares

(Title of Class of Securities)

226718104

(CUSIP Number)

03/31/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 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 4,846,632.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,908,581.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,908,581.00

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)

9.8 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): 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 2,803,375.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,803,375.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,803,375.00

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)

5.6 %

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: Ordinary Shares / American Depository 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).
	A broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 9.8 %
(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:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/13/2026

Morgan Stanley & Co. International plc

Signature:	Claire Gordon
Name/Title:	Authorized Signatory, Morgan Stanley & Co. International plc
Date:	08/13/2026

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).