CRTO Ownership Update: Morgan Stanley Files 13G/A for 3.3 M Shares

Rhea-AI Filing Summary

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.

Positive

• Morgan Stanley discloses a 6.3 % stake, bringing a high-profile institutional investor onto Criteo’s register, which can enhance liquidity and market visibility.

Negative

• None.

Insights

Securities Analyst

TL;DR: Morgan Stanley now owns 6.3 % of CRTO, signaling institutional confidence but no activist intent.

The 13G/A shows Morgan Stanley’s aggregated units hold roughly 3.34 million CRTO shares. Because the filing uses Schedule 13G—not 13D—there is no stated plan to influence control, framing the stake as passive. A 6 %+ holding by a global investment bank can improve liquidity, broaden analyst coverage, and reduce free-float uncertainty. However, without prior filings, we cannot assess whether the stake is new, increased, or reduced. Impact on valuation is typically modest unless followed by strategic action. Overall, the disclosure is noteworthy for ownership transparency but not immediately catalytic.

Corporate Governance Expert

TL;DR: Passive 13G filing; governance impact minimal unless stake grows or converts to 13D.

Because Morgan Stanley has declared shared—but not sole—voting and dispositive authority, board influence remains limited. Should the holding exceed 10 % or management objectives change, reporting requirements escalate (13D/Hart-Scott-Rodino). For now, Criteo’s governance structure and shareholder vote dynamics are largely unchanged. Investors should still watch for follow-up amendments, as institutional accumulations sometimes precede strategic reviews or sales processes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Criteo S.A.

(Name of Issuer)

American Depository Shares / Ordinary Shares

(Title of Class of Securities)

226718104

(CUSIP Number)

06/30/2025

(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 3,329,081.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,336,522.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,336,522.00

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)

6.3 %

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 3,284,642.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,284,642.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,284,642.00

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)

6.2 %

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? 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.
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 6.3 %
(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.
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:	Chris O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/07/2025

Morgan Stanley & Co. International plc

Signature:	David Lindsay
Name/Title:	Authorized Signatory, Morgan Stanley & Co. International plc
Date:	08/07/2025

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

How many Criteo (CRTO) shares does Morgan Stanley own?

The filing reports 3,336,522 ADS/ordinary shares, equal to 6.3 % of the class.

Is Morgan Stanley’s position in CRTO passive or activist?

Filed on Schedule 13G, the stake is classified as passive; no activist intentions are stated.

What voting power does Morgan Stanley have in Criteo?

The firm lists 3,329,081 shares with shared voting power and 0 shares with sole voting power.

When was the ownership position measured and filed?

Ownership date: 30 Jun 2025; filing signed and submitted on 07 Aug 2025.

Why did Morgan Stanley need to file a Schedule 13G?

U.S. rules require a 13G once a holder’s stake exceeds 5 % of a registered class of equity securities.