Criteo SEC Filings

Criteo S.A. Chief Legal Officer Damon Ryan reported the automatic sale of 2,132 Ordinary Shares of Criteo on May 26, 2026 in open-market transactions at $17.06 per share. According to the footnotes, these shares were sold on his behalf solely to fund tax withholding obligations from the settlement of a prior equity award, rather than as a discretionary sale. After these transactions, he continues to hold more than 175,000 Criteo Ordinary Shares directly.

Criteo S.A. filed a Form 144 notice reporting proposed sales of ordinary shares through Citigroup Global Markets Inc, dated 05/26/2026. The filing also records recent open-market dispositions by Sarah Glickman: $329,372.53 for 18,304 shares on 03/02/2026 and $35,906.83 for 1,943 shares on 03/03/2026.

Criteo S.A. reports a Rule 144 notice relating to proposed sales of Ordinary Shares, tied to compensation vesting and recent dispositions by an affiliate. The filing lists 4,156 performance/restricted share units vesting on 05/26/2026 and two reported sales by Ryan Damon: 13,385 shares on 03/02/2026 for $240,857.27 and 1,509 shares on 03/03/2026 for $27,886.47.

Criteo S.A. Schedule 13G reporting passive ownership positions as of 03/31/2026 by BlueCrest and related reporting persons. The Investment Manager and Michael Platt each report 2,260,000 ADS (representing 4.53% of the class). Several BlueCrest portfolio managers report smaller direct holdings.

The filing lists sole voting and dispositive power for each reporting person over their reported ADS balances and states the Fund holds the economic interest for the Investment Manager.

Criteo S.A. Schedule 13G/A: Senvest Management, LLC and Richard Mashaal report shared beneficial ownership of 4,597,322 Ordinary Shares, representing 9.2% of the class. The filing cites 49,859,086 Ordinary Shares outstanding as of February 19, 2026 per the company's Form 10-K. The shares are held in accounts for Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP, and Senvest Management, LLC and Mr. Mashaal may be deemed to beneficially own the securities by virtue of their roles.

Criteo S.A. is soliciting shareholder votes for its 2026 Annual General Meeting in Paris on June 29, 2026. Investors are asked to re-elect four directors, approve 2025 statutory and consolidated financial statements and the allocation of results, and support a non-binding say‑on‑pay for named executive officers.

Shareholders will also vote on renewing and expanding share repurchase and share-capital reduction authorities, updating stock option and RSU plans, and multiple delegations to issue new shares or equity-linked securities with or without preferential subscription rights, including a green shoe. The proxy highlights 2025 capital returns, including repurchasing 5.4 million shares for $152 million and a remaining buyback authorization of up to $200 million, and notes prior shareholder approval of a plan to redomicile Criteo to Luxembourg with a direct Nasdaq listing.

Criteo S.A. reported first-quarter 2026 revenue of $424.6 million, down 6% year over year, as both Retail Media and Performance Media softened. Retail Media revenue fell 31%, while Performance Media declined 2%, reflecting client scope changes and mixed vertical trends.

Gross profit decreased 6% to $222.7 million. Net income dropped sharply to $8.6 million from $40.0 million, with basic EPS at $0.16 versus $0.70, mainly due to higher operating expenses and lower gross profit. Adjusted EBITDA declined 30% to $64.9 million.

Criteo generated $48.2 million in operating cash flow, down from $62.3 million, and ended the quarter with $320.3 million in cash, cash equivalents and restricted cash. Total available financial liquidity was $888.7 million, including a revolving credit facility and marketable securities. The company repurchased $31.0 million of shares and continues a multi-year buyback authorization up to $959.0 million. Criteo is also progressing with its planned legal domicile transfer from France to Luxembourg, expected in the third quarter of 2026.

Criteo S.A. intends to redomicile from France to Luxembourg with completion expected in the third quarter of 2026, following shareholder approval, and then pursue a subsequent redomiciliation to the United States as early as the first quarter of 2027, subject to applicable approvals and other conditions. Management says the Luxembourg step and a planned direct listing are intended to remove structural constraints on share repurchases and broaden access to U.S. capital markets. The company also expects a 27%–32% normalized tax rate under current rules, driven by revenue mix shifts and one‑time redomiciliation items. A Form S-4 and proxy/prospectus were filed on January 22, 2026 and shareholders received definitive materials for the special meeting.

Criteo S.A. reported weaker first-quarter 2026 results, with revenue and profits declining year over year. Revenue fell to $425 million, down 6%, while gross profit slipped 6% to $223 million. Contribution ex-TAC, a key internal profitability metric, decreased 5% to $250 million.

Net income dropped sharply to $9 million, compared with $40 million a year earlier, and diluted EPS fell to $0.15 from $0.66. Adjusted EBITDA declined 30% to $65 million, and adjusted diluted EPS decreased to $0.73 from $1.10, reflecting lower contribution and higher operating expenses driven by growth investments and restructuring costs.

Criteo deployed $31 million to repurchase shares and ended the quarter with $371 million in cash and marketable securities and total financial liquidity of about $889 million. For full-year 2026, the company now expects Contribution ex-TAC to decline in the low single digits at constant currency and targets an adjusted EBITDA margin of roughly 32% to 34% of Contribution ex-TAC.