CRTO / Criteo S.A. - Depositary Receipt (Common Stock) - SEC 보고서, 연례 보고, 기업 사업 설명서

Criteo SA - 예탁증서(보통주)
US ˙ NasdaqGS ˙ US2267181046

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LEI 969500EELFB4RDMFHA76
CIK 1576427
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Criteo S.A. - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
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May 8, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

May 8, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

May 8, 2026 DEFA14A

BROCHURE Combined Shareholder’s Meeting June 29, 2026 CRITEO.COM Management Report From The Board Of Directors On The Statutory Annual Accounts And The Consolidated Financial Statements FISCAL YEAR ENDING DECEMBER 31, 2025 CRITEO.COM Table of Content

agm2026-brochurexengxv3x BROCHURE Combined Shareholder’s Meeting June 29, 2026 CRITEO.

May 8, 2026 DEF 14A

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

May 6, 2026 EX-99.1

CRITEO REPORTS FIRST QUARTER 2026 RESULTS Q1 Activated Media Spend Surpasses $1 Billion for the First Time Deployed $31 Million to Repurchase Shares in Q1 2026

Exhibit 99.1 CRITEO REPORTS FIRST QUARTER 2026 RESULTS Q1 Activated Media Spend Surpasses $1 Billion for the First Time Deployed $31 Million to Repurchase Shares in Q1 2026 NEW YORK - May 6, 2026 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the first quarter ended March 31, 2026. First Quarter 2026 Financ

May 6, 2026 425

1

Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following excerpts relating to the intended redomiciliation are transcribed from the company’s Q1 2026 earnings call. * * * Michael Komasinski: * * * Our redomiciliation to Luxem

May 6, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 6, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (

May 6, 2026 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2026 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

April 28, 2026 PRE 14A

PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 28, 2026 EX-3.1

Exhibit 3.1 Please note that because we are a French company, the full text of the by-laws has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. Société anonyme S

exhibit31criteosa-update Exhibit 3.1 Please note that because we are a French company, the full text of the by-laws has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. Société anonyme Share capital: 1,343,222.375 Registered office: 32 rue Blanche, 75009 Paris, France 484 786 249 RCS Paris UPDATED BY-LAWS as o

April 28, 2026 10-K/A

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

April 28, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 28, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

February 27, 2026 EX-99.1

Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg NEW YORK, Feb. 27, 2026 – Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, announced today that its share

criteoreceivesshareholde Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg NEW YORK, Feb.

February 27, 2026 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 27, 2026 EX-99.1

Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg NEW YORK, Feb. 27, 2026 – Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, announced today that its share

criteoreceivesshareholde Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg NEW YORK, Feb.

February 27, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 27, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 26, 2026 EX-4.2

AGREEMENT TO FURNISH DEBT INSTRUMENTS

Exhibit 4.2 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any suc

February 26, 2026 EX-21.1

Subsidiaries of Criteo S.A.

Exhibit 21.1 Subsidiaries of Criteo S.A. Name of Subsidiary Jurisdiction of Incorporation Iponweb Labs LLC Armenia Criteo Australia Pty Ltd Australia Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil Criteo Canada Corp. Canada Criteo Advertising (Beijing) Co., Ltd. China Iponweb Labs Limited Cyprus Criteo France S.A.S. France Criteo Technology S.A.S. France Criteo GmbH Germany

February 26, 2026 10-K

SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36153 Criteo S.A. (E

February 17, 2026 425

RESOLUTIONS SUBMITTED TO THE GENERAL MEETING OF FEBRUARY 27, 2026

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following is being mailed to holders of Criteo’s ordinary shares in connection with the general meeting of shareholders. Paris, February 17, 2026 Dear Shareholder, Reference

February 17, 2026 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

February 13, 2026 EX-99.1

Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomiciliation of Criteo S.A. from France to Luxembourg NEW YORK, February 13, 2026– Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connectin

leadingindependentproxya Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomiciliation of Criteo S.

February 13, 2026 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 13, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 13, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 13, 2026 EX-99.1

Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomiciliation of Criteo S.A. from France to Luxembourg NEW YORK, February 13, 2026– Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connectin

leadingindependentproxya Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomiciliation of Criteo S.

January 22, 2026 425

Société anonyme Share capital: €1,391,497.375 Registered office: 32 rue Blanche, 75009 Paris, France 484 786 249 RCS Paris SUMMARY OF THE COMPANY’S SITUATION OVER THE PAST FINANCIAL YEAR

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following is being mailed to holders of Criteo’s ordinary shares in connection with the general meeting of shareholders. Société anonyme Share capital: €1,391,497.375 Registe

January 22, 2026 424B3

CRITEO S.A. 32 Rue Blanche, 75009 Paris, France NOTICE OF GENERAL MEETING

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-291227 Dear Fellow Shareholders: I am excited to share an important milestone in our company’s journey – one that positions us for greater agility and enhanced shareholder value. We previously announced our intention to pursue a corporate redomiciliation from France to Luxembourg via the cross-border conversion (the “Con

January 22, 2026 425

Uptevia 90 – 110 Esplanade du Général de Gaulle 92931 Paris La Défense Cedex

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following is being mailed to holders of Criteo’s ordinary shares in connection with the general meeting of shareholders. Paris, January 22, 2026 Dear Shareholder, We are plea

January 7, 2026 EX-99.2

Your vote BNY: PO BOX 505006, Louisville, KY 40233-5006 matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access t

EX-99.2 Exhibit 99.2 Your vote BNY: PO BOX 505006, Louisville, KY 40233-5006 matters! Have your ballot ready and please use one of the methods below for easy voting: Your control number Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Criteo S.A. Mail: • Mark, sign and date your Proxy Card • Fold and return your Proxy Card

January 7, 2026 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 7, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 7, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File N

January 7, 2026 425

Société anonyme Share capital: €1,391,497.375 Registered office: 32 rue Blanche, 75009 Paris, France 484 786 249 RCS Paris (hereinafter “French Criteo” or the “Company”) REPORT OF THE BOARD OF DIRECTORS TO THE SHAREHOLDERS AND THE EMPLOYEES IN VIEW O

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following report was posted on Criteo’s website at https://criteo.investorroom.com/annuals. Société anonyme Share capital: €1,391,497.375 Registered office: 32 rue Blanche, 7

January 7, 2026 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 7, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 7, 2026 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe

January 7, 2026 POS AM

As filed with the Securities and Exchange Commission on January 7, 2026

POS AM Table of Contents As filed with the Securities and Exchange Commission on January 7, 2026 Registration No.

January 7, 2026 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-4 Criteo S.A. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effecti

January 7, 2026 EX-99.1

Criteo Provides Update on Luxembourg Redomiciliation Shareholder Meeting to be Convened on February 27, 2026

EX-99.1 Exhibit 99.1 Criteo Provides Update on Luxembourg Redomiciliation Shareholder Meeting to be Convened on February 27, 2026 NEW YORK, Jan. 7, 2026– Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, today announced that, following the favorable opinion of its works council, its Board of Directors has approved the previously announce

January 7, 2026 EX-99.1

Important : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso—Important : Before selecting please refer to instructions on reverse side Quelle que soit l’option choisie, noircir comme ceci la ou les cases co

EX-99.1 Exhibit 99.1 Important : Avant d’exercer votre choix, veuillez prendre connaissance des instructions situées au verso—Important : Before selecting please refer to instructions on reverse side Quelle que soit l’option choisie, noircir comme ceci la ou les cases correspondantes, dater et signer au bas du formulaire—Whichever option is used, shade box(es) like this , date and sign at the bott

December 16, 2025 425

Filed by Criteo S.A. pursuant to

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 Dear Fellow Shareholders, As we close out 2025 and look ahead to 2026, I want to thank you for your support and confidence in Criteo. This has been a defining year in strengtheni

December 8, 2025 EX-3.1

Please note that because we are a French company, the full text of the by-laws has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. Société anonyme Share capital

criteosa-updatedbylawsxd Please note that because we are a French company, the full text of the by-laws has been translated from French.

December 8, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 4, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

November 3, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-4 Criteo S.A. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effecti

November 3, 2025 S-4

As filed with the Securities and Exchange Commission on November 3, 2025

S-4 Table of Contents As filed with the Securities and Exchange Commission on November 3, 2025 Registration No.

October 29, 2025 425

Filed by Criteo S.A. pursuant to

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The Shift Toward Passive Investing Has Accelerated Source: Bloomberg Active Funds Are Experiencing Outflows, While Passive Funds Are Attracting Large Inflows Source: Bloomberg De

October 29, 2025 EX-99.3

Criteo Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq Move expected to simplify corporate structure and increase capital management flexibility while remaining anchored in the French Technology ecosystem Direct lis

EX-99.3 Exhibit 99.3 Criteo Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq Move expected to simplify corporate structure and increase capital management flexibility while remaining anchored in the French Technology ecosystem Direct listing to replace current ADS structure, enabling potential inclusion in U.S. stock indices NEW YORK – October 29, 2025 – Criteo S.

October 29, 2025 425

2

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following excerpts relating to the intended redomiciliation are transcribed from the company’s Q3 2025 earnings call. * * * Michael Komasinski: * * * This morning, we also an

October 29, 2025 EX-99.1

CRITEO REPORTS STRONG THIRD QUARTER 2025 RESULTS Raises Full Year 2025 Margin Outlook Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq Names Amazon Veteran Edouard Dinichert as Chief Customer Officer

EX-99.1 Exhibit 99.1 CRITEO REPORTS STRONG THIRD QUARTER 2025 RESULTS Raises Full Year 2025 Margin Outlook Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq Names Amazon Veteran Edouard Dinichert as Chief Customer Officer NEW YORK - October 29, 2025 - Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, toda

October 29, 2025 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exac

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File

October 29, 2025 EX-99.2

Criteo Names Amazon Veteran Edouard Dinichert as Chief Customer Officer Dinichert joins Criteo’s leadership team to lead global sales for Performance Media and oversee global business operations

EX-99.2 Exhibit 99.2 Criteo Names Amazon Veteran Edouard Dinichert as Chief Customer Officer Dinichert joins Criteo’s leadership team to lead global sales for Performance Media and oversee global business operations NEW YORK, October 29, 2025 – Criteo (NASDAQ: CRTO), the global platform connecting the commerce ecosystem, today announced the appointment of Edouard Dinichert as Chief Customer Office

October 29, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 29, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

October 29, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2025 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Crite

October 29, 2025 425

Master Q&A

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following Q&A was made available in connection with the announcement of the intended redomiciliation. Master Q&A General 1. What was announced? What is the rationale for doin

October 29, 2025 425

Criteo Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq Move expected to simplify corporate structure and increase capital management flexibility while remaining anchored in the French Technology ecosystem Direct lis

425 Filed by Criteo S.A. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Criteo S.A. Commission File No.: 001-36153 The following was communicated to employees of Criteo S.A. by email on October 29, 2025. Hi Criteos, Ahead of our Q3 earnings today, I want to take a moment to share two importan

August 26, 2025 LETTER

LETTER

August 26, 2025 Sarah Glickman Chief Financial Officer Criteo S.A. 32 Rue Blanche Paris, France 75009 Re: Criteo S.A. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-36153 Dear Sarah Glickman: We have completed our review of your filings. We remind you that the company and its management are responsible for the accuracy and adequacy

August 5, 2025 CORRESP

VIA EDGAR

VIA EDGAR August 5, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Washington, D.C. 20549 Attention: Aamira Chaudhry and Amy Geddes Re: Criteo S.A. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-36153 Dear Ms. Chaudhry and Ms. Geddes: Criteo S.A. (the “Company,” “we,” “our” or

July 31, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A

July 30, 2025 EX-99.1

CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS Raises Full Year 2025 Outlook Deployed $104 Million to Repurchase Shares in the First Half of 2025

Exhibit 99.1 CRITEO REPORTS STRONG SECOND QUARTER 2025 RESULTS Raises Full Year 2025 Outlook Deployed $104 Million to Repurchase Shares in the First Half of 2025 NEW YORK - July 30, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the second quarter ended June 30, 2025. Second Quarter 2025 Fi

July 30, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

July 28, 2025 CORRESP

VIA EDGAR

VIA EDGAR July 25, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Aamira Chaudhry and Amy Geddes RE: Criteo S.A. Form 10-K for the Fiscal Year Ended December 31, 2024 Filed February 28, 2025 Form 10-Q for the Quarterly Period Ended March 31, 2025 Filed May 2, 2025 File No. 001-36153 Ladies

July 24, 2025 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Criteo, S.A. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, EUR 0.025 par value(

July 24, 2025 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRITEO S.A. (Exact name of registrant as specified in its charter) France (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on July 24, 2025 Registration No.

July 1, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 27, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 27, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

June 25, 2025 LETTER

LETTER

June 25, 2025 Sarah Glickman Chief Financial Officer Criteo S.A. 32 Rue Blanche Paris, France 75009 Re: Criteo S.A. Form 10-K for Fiscal Year Ended December 31, 2024 Form 10-Q for Fiscal Quarter Ended March 31, 2025 File No. 001-36153 Dear Sarah Glickman: We have limited our review of your filing to the financial statements and related disclosures and have the following comment(s). Please respond

June 16, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

June 16, 2025 EX-3.1

) of Criteo S.A. (English Translation)

criteosa-updatedbylawsju Please note that because we are a French company, the full text of the by-laws has been translated from French.

May 2, 2025 EX-99.1

CRITEO REPORTS RECORD FIRST QUARTER 2025 RESULTS Deployed $56 Million to Repurchase Shares in Q1 2025

Exhibit 99.1 CRITEO REPORTS RECORD FIRST QUARTER 2025 RESULTS Deployed $56 Million to Repurchase Shares in Q1 2025 NEW YORK - May 2, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2025. First Quarter 2025 Financial Highlights: The following table summarizes our consolidated financial

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

May 2, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

April 29, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 29, 2025 DEFA14A

Brochure Combined Shareholder’s Meeting to be held on June 13, 2025 CRITEO.COM Management Report From The Board Of Directors On The Statutory Annual Accounts And The Consolidated Financial Statements FISCAL YEAR ENGING DECEMBER 31, 2024 CRITEO.COM Ta

Brochure Combined Shareholder’s Meeting to be held on June 13, 2025 CRITEO.COM Management Report From The Board Of Directors On The Statutory Annual Accounts And The Consolidated Financial Statements FISCAL YEAR ENGING DECEMBER 31, 2024 CRITEO.COM Table of Contents Presentation of Criteo Group and Criteo S.A. operations ..............................................................................

April 11, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 11, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

March 6, 2025 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

March 6, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 28, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 28, 2025 EX-10.17

Glickman, effective as of November 1, 2024

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the Agreement ) is made effective as of November 1, 2024 ( Effective Date ), by and between Criteo Corp.

February 28, 2025 EX-4.2

Agreement to Furnish Debt Instruments

Exhibit 4.2 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any suc

February 28, 2025 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Criteo S.A. Name of Subsidiary Jurisdiction of Incorporation Iponweb Labs LLC Armenia Brandcrush Pty. Ltd. Australia Criteo Australia Pty Ltd Australia Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil Criteo Canada Corp. Canada Criteo Advertising (Beijing) Co., Ltd. China Iponweb Labs Limited Cyprus Criteo France S.A.S. France Criteo Technology S.A

February 28, 2025 EX-19.1

Criteo Insider Trading Policy

INSIDER TRADING POLICY All Employees October 2024 2 I. Introduction The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable United States securities laws by Criteo S.A. and its subsidiaries (collectively, the “Company”) and by all directors, officers and employees thereof, in order to protect the Company and its personnel from liability and to preserve th

February 28, 2025 10-K

SECURITIES AND EXCHANGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36153 Criteo S.A. (E

February 28, 2025 EX-10.16

Agreement, between Criteo Corp. and Ryan Damon,

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 1, 2024 (“Effective Date”), by and between Criteo Corp.

February 28, 2025 EX-3.1

Updated By-laws (as of February 28, 2025)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

February 28, 2025 EX-4.3

Description of Registrant's Securities

Exhibit 4.3 DESCRIPTION OF SECURITIES We have two classes of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): 1) American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share (the “ADSs”); and 2) Ordinary Shares, nominal value €0.025 per share (the “Ordinary Shares”). DESCRIPTION OF ADSs Americ

February 13, 2025 EX-99

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / SUSQUEHANNA SECURITIES, LLC - JOINT FILING AGREEMENT

begin 644 crtosc13g-exi.pdf M)5!$1BTQ+C<-"B6UM;6U#0HQ(# @;V)J#0H\/"]4>7!E+T-A=&%L;V7!E+T=R;W5P+U,O M5')A;G-P87)E;F-Y+T-3+T1E=FEC95)'0CX^+U1A8G,O4R]3=')U8W1087)E M;G1S(# ^/@T*96YD;V)J#0HT(# @;V)J#0H\/"]&:6QT97(O1FQA=&5$96-O M9&4O3&5N9W1H(#(V,C ^/@T*=@\GVV=-Z].[@X/GO! 3V+EY )+.#8T2/3K;WO#/?&D^N/WBATS[U1XA[!D&ZF<.-X M(PZCOYSI3M[)\#QTY>#]&$ )DV1".)M"#.)AGY.+8<39UQ8;6E8A1H"@) M?9;L"/03*N6C-T*%"/=R"A=2R

February 5, 2025 EX-99.1

CRITEO REPORTS RECORD FOURTH QUARTER 2024 RESULTS Michael Komasinski Appointed as Chief Executive Officer Deployed Record $225 Million to Repurchase Shares in 2024 Remaining Share Buyback Authorization Increased up to $200 Million Targeting Mid-Singl

Exhibit 99.1 CRITEO REPORTS RECORD FOURTH QUARTER 2024 RESULTS Michael Komasinski Appointed as Chief Executive Officer Deployed Record $225 Million to Repurchase Shares in 2024 Remaining Share Buyback Authorization Increased up to $200 Million Targeting Mid-Single-Digit Growth in 2025 NEW YORK - February 5, 2025 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company,

February 5, 2025 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 5, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

January 14, 2025 EX-10.1

Management Agreement between Criteo Corp. and Michael Komasinski, effective February 15, 2025

PRIVILEGED & CONFIDENTIAL MANAGEMENT AGREEMENT This Management Agreement (the Agreement ) is made effective as of December 18, 2024 ( Effective Date ), by and between Criteo Corp.

January 14, 2025 EX-99.1

Criteo Appoints Michael Komasinski as Chief Executive Officer Komasinski brings over 20 years of experience in AdTech leading large global organizations and a proven track record of driving accelerated growth and scale NEW YORK, January 14, 2025 /PRN

Criteo Appoints Michael Komasinski as Chief Executive Officer Komasinski brings over 20 years of experience in AdTech leading large global organizations and a proven track record of driving accelerated growth and scale NEW YORK, January 14, 2025 /PRNewswire/ - Criteo S.

January 14, 2025 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2025 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

December 10, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 5, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

December 10, 2024 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

November 14, 2024 SC 13G

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / SUSQUEHANNA SECURITIES, LLC - SC 13G Passive Investment

SC 13G 1 tm2428264d12sc13g.htm SC 13G CUSIP No: 226718104 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Criteo S.A. (Name of Issuer) Ordinary Shares, nominal value €0.025 per share (Title of Class of S

November 13, 2024 SC 13G/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

October 30, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 30, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

October 30, 2024 EX-10.1

Agreement, between Criteo Corp. and Brian Gleason,

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”) is made effective as of July 1, 2024 (“Effective Date”), by and between Criteo Corp.

October 30, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Crite

October 30, 2024 EX-99.1

CRITEO REPORTS RECORD THIRD QUARTER 2024 RESULTS Expects to Return a Record $180 Million of Capital to Shareholders in 2024 Hosting Retail Media Investor Update on November 18, 2024

Exhibit 99.1 CRITEO REPORTS RECORD THIRD QUARTER 2024 RESULTS Expects to Return a Record $180 Million of Capital to Shareholders in 2024 Hosting Retail Media Investor Update on November 18, 2024 NEW YORK - October 30, 2024 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the third quarter ended September 30, 2024. Third Qua

September 24, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 9 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0215483-13da9petruscriteo.htm AMENDMENT NO. 9 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Numbe

September 19, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 8 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0215146-13da8petruscrit.htm AMENDMENT NO. 8 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number)

September 10, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth

August 26, 2024 EX-99.1

Criteo Announces CEO Succession Plan NEW YORK – August 26, 2024 – Criteo S.A. (NASDAQ: CRTO), the commerce media company, today announced that Chief Executive Officer Megan Clarken has informed the Board of Directors of her intention to retire within

Criteo Announces CEO Succession Plan NEW YORK – August 26, 2024 – Criteo S.A. (NASDAQ: CRTO), the commerce media company, today announced that Chief Executive Officer Megan Clarken has informed the Board of Directors of her intention to retire within the next 12 months. To ensure a smooth transition, Clarken will continue to serve as CEO until her successor is named, at which time she will also st

August 26, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 26, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numbe

August 26, 2024 EX-10.1

Transition Agreement between Criteo Corp. and

Exhibit 10.1 TRANSITION AGREEMENT THIS TRANSITION AGREEMENT (the “Agreement”), dated August 26, 2024 (the “Effective Date”) is entered into by Criteo Corp. (the “Company”), and Megan Clarken (“Executive”). Capitalized terms used and not otherwise defined herein shall have the meaning set forth in the Management Agreement, dated October 2, 2019 as amended by the Amendment to Management Agreement da

August 20, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth

August 1, 2024 EX-99.1

CRITEO REPORTS RECORD SECOND QUARTER 2024 RESULTS Raises Full Year 2024 Outlook Announces Retail Media Investor Update on November 18, 2024

Exhibit 99.1 CRITEO REPORTS RECORD SECOND QUARTER 2024 RESULTS Raises Full Year 2024 Outlook Announces Retail Media Investor Update on November 18, 2024 NEW YORK - August 1, 2024 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the second quarter ended June 30, 2024. Second Quarter 2024 Financial Highlights: The following t

August 1, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A

August 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 1, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

July 24, 2024 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRITEO S.A. (Exact name of registrant as specified in its charter) France (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on July 24, 2024 Registration No.

July 24, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Criteo, S.A. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, €0.025 par value(1)

July 11, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth

June 26, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 25, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

May 29, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth

May 15, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0206173-13da3petruscrit.htm AMENDMENT NO. 3 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number)

May 2, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 2, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (

May 2, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

May 2, 2024 EX-99.1

CRITEO REPORTS RECORD FIRST QUARTER 2024 RESULTS Deployed $62 Million to Repurchase Shares in Q1 2024 Raises Full Year 2024 Outlook

Exhibit 99.1 CRITEO REPORTS RECORD FIRST QUARTER 2024 RESULTS Deployed $62 Million to Repurchase Shares in Q1 2024 Raises Full Year 2024 Outlook NEW YORK - May 2, 2024 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2024. First Quarter 2024 Financial Highlights: The following table summari

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Letter to Our Shareholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

April 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 26, 2024 DEFA14A

Management Report From The Board Of Directors On The Statutory Annual Accounts And The Consolidated Financial Statements Fiscal year ending December 31, 2023

Management Report From The Board Of Directors On The Statutory Annual Accounts And The Consolidated Financial Statements Fiscal year ending December 31, 2023 Contents Presentation of Criteo Group and Criteo S.

April 25, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 25, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

April 25, 2024 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

April 24, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0204600-13da2petruscrit.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number)

April 18, 2024 SC 13D/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office and compliance manager Petrus Advisers Ltd Eighth

April 16, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 15, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

April 16, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 16, 2024 EX-99.1

Criteo Announces Nomination of Ernst Teunissen to its Board of Directors Expects to return a record $150 million of capital to shareholders in 2024 To provide Retail Media business update in fall 2024

Criteo Announces Nomination of Ernst Teunissen to its Board of Directors Expects to return a record $150 million of capital to shareholders in 2024 To provide Retail Media business update in fall 2024 NEW YORK – April 16, 2024 – Criteo S.

March 4, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 4, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

March 4, 2024 EX-99.1

Summary of Segment Reporting Changes

Summary of Segment Reporting Changes The following table presents a reconciliation of previously reported segment results for the years ended 2023 and 2022 to our segment results under the new segment structure beginning in the first quarter of 2024, reflecting the combination of Iponweb and Marketing Solutions into the newly created Performance Media segment.

February 27, 2024 SC 13D

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Petrus Advisers Ltd. - SCHEDULE 13D Activist Investment

SC 13D 1 ea0200636-13dpetruscriteo.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Criteo S.A. (Name of Issuer) American Depositary Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) Connie Neumann Office

February 27, 2024 EX-99.2

Letter to the Issuer, dated February 22, 2024.

EX-99.2 3 ea0200636ex99-2criteo.htm LETTER TO THE ISSUER, DATED FEBRUARY 22, 2024 Exhibit 2 Rachel Picard (Chair of the Board of Directors), Megan Clarken (CEO) Criteo S.A. (“Criteo”) 32, Rue Blanche 75009 Paris London, 22 February 2024 Dear Rachel and Megan, We have recently added to our shareholding. Petrus Advisers now control 5.5% of the company. After deliberating with you, we are writing to

February 27, 2024 EX-99.1

Joint Filing Agreement, dated February 27, 2024.

EX-99.1 2 ea0200636ex99-1criteo.htm JOINT FILING AGREEMENT, DATED FEBRUARY 27, 2024 Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is, and that all subsequent amendments to this statement on Schedule 13D (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of them pursuant to

February 23, 2024 EX-4.2

Agreement to Furnish Debt Instruments

Exhibit 4.2 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any suc

February 23, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Criteo S.A. Name of Subsidiary Jurisdiction of Incorporation Iponweb Labs LLC Armenia Brandcrush Pty. Ltd. Australia Criteo Australia Pty Ltd Australia Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil Criteo Canada Corp. Canada Criteo Advertising (Beijing) Co., Ltd. China Iponweb Labs Limited Cyprus Criteo France S.A.S. France Criteo Technology S.A

February 23, 2024 EX-10.21

Amendment Agreement, dated as of November 17,

Ref: L-322377 Dated 17 November 2023 for CRITEO S.A. as Company, Borrower and Guarantor with SOCIÉTÉ GÉNÉRALE acting as Agent RELATING TO A MULTICURRENCY REVOLVING FACILITY AGREEMENT DATED 27 SEPTEMBER 2022 Amendment agreement A51392474 - (i) - CONTENTS CLAUSE PAGE 1. Definitions and interpretation ....................................................................................................

February 23, 2024 EX-99.1

Criteo Comments on Letter from Petrus Advisers

Criteo Comments on Letter from Petrus Advisers NEW YORK – February 23, 2024–Criteo S.

February 23, 2024 EX-3.1

(English translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

February 23, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36153 Criteo S.A. (E

February 23, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 23, 2024 EX-4.3

Description of Registrant's Securities

Exhibit 4.3 DESCRIPTION OF SECURITIES We have two classes of equity securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): 1) American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share (the “ADSs”); and 2) Ordinary Shares, nominal value €0.025 per share (the “Ordinary Shares”). DESCRIPTION OF ADSs Americ

February 23, 2024 EX-97.1

ck Policy adopted October 26, 2023

1 CLAWBACK POLICY October 26, 2023 I. Overview The Board of Directors (the “Board”) of Criteo S.A. (the “Company”) has determined that it is in the best interests of the Company to adopt a policy (this “Policy”) providing for the Company’s recoupment of certain incentive compensation paid to executive officers under certain circumstances. This Clawback Policy is designed to comply with, and shall

February 14, 2024 SC 13G

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / CADIAN CAPITAL MANAGEMENT, LP Passive Investment

SC 13G 1 formsc13g-criteo.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Criteo S.A. (Name of Issuer) Ordinary Shares, nominal value €0.025 per share (Title of Class of Securities) 226718104** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropri

February 12, 2024 SC 13G/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Neuberger Berman Group LLC Passive Investment

SC 13G/A 1 formsc13ga-02122024060212.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Criteo S.A. (Name of Issuer) American Depository Receipt (Title of Class of Securities) 226718104 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 9, 2024 SC 13G/A

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / Senvest Management, LLC - CRITEO S.A. Passive Investment

SC 13G/A 1 p24-0209sc13ga.htm CRITEO S.A. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Criteo S.A. (Name of Issuer) Ordinary shares, nominal value €0.025 per share (Title of Class of Securities) 226718104** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appro

February 8, 2024 SC 13G

CRTO / Criteo S.A. - Depositary Receipt (Common Stock) / MORGAN STANLEY - MS INITIAL Passive Investment

SC 13G 1 CriteoCRTO.txt MS INITIAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Criteo S.A. - (Name of Issuer) American Depository Shares / Ordinary Shares - (Title of Class of Securities) 226718104 - (CUSIP Number) December 31, 2023 - (Date Of Event which Requires Filing of this Statement) Check the

February 7, 2024 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 7, 2024 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

February 7, 2024 EX-99.1

CRITEO REPORTS RECORD FOURTH QUARTER 2023 RESULTS 2023 Activated Media Spend Up 30% to $4.1 Billion Deployed $125 Million to Repurchase Shares in 2023 and Increases Share Buyback Authorization by $150 Million Targeting Mid-Single-Digit Growth in 2024

Exhibit 99.1 CRITEO REPORTS RECORD FOURTH QUARTER 2023 RESULTS 2023 Activated Media Spend Up 30% to $4.1 Billion Deployed $125 Million to Repurchase Shares in 2023 and Increases Share Buyback Authorization by $150 Million Targeting Mid-Single-Digit Growth in 2024 NEW YORK - February 7, 2024 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financ

December 11, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

December 11, 2023 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

December 1, 2023 SC 13G

CRTO / Criteo S.A - ADR / Petrus Advisers Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 petrus13g11292023.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CRITEO S.A. (Name of Issuer) American Depository Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) November 21, 2023 (Date of Ev

November 2, 2023 EX-99.1

CRITEO REPORTS STRONG THIRD QUARTER 2023 RESULTS Q3 Activated Media Spend Up 32% Launched Commerce Max DSP into General Availability

Exhibit 99.1 CRITEO REPORTS STRONG THIRD QUARTER 2023 RESULTS Q3 Activated Media Spend Up 32% Launched Commerce Max DSP into General Availability NEW YORK - November 2, 2023 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the three and nine months ended September 30, 2023. Third Quarter 2023 Financial Highlights: The follo

November 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Crite

November 2, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

September 8, 2023 SC 13G/A

CRTO / Criteo S.A - ADR / Neuberger Berman Group LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Criteo S.A. (Name of Issuer) American Depository Receipt (Title of Class of Securities) 226718104 (CUSIP Number) August 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

August 7, 2023 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be

August 7, 2023 SC 13G

CRTO / Criteo S.A - ADR / Senvest Management, LLC - CRITEO S.A. Passive Investment

SC 13G 1 p23-2149sc13g.htm CRITEO S.A. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Criteo S.A. (Name of Issuer) Ordinary shares, nominal value €0.025 per share (Title of Class of Securities) 226718104** (CUSIP Number) August 2, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

August 2, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A

August 2, 2023 EX-99.1

CRITEO REPORTS STRONG SECOND QUARTER 2023 RESULTS Q2 Activated Media Spend Up 53% Launched First-ever Supply-side Platform Built for Commerce

Exhibit 99.1 CRITEO REPORTS STRONG SECOND QUARTER 2023 RESULTS Q2 Activated Media Spend Up 53% Launched First-ever Supply-side Platform Built for Commerce NEW YORK - August 2, 2023 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the three and six months ended June 30, 2023. Second Quarter 2023 Financial Highlights: The fol

August 2, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 2, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

July 27, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Criteo, S.A. (Exact name of registrant as specified in its charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, €0.025 par value(1)

July 27, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CRITEO S.A. (Exact name of registrant as specified in its charter) France (State or other jurisdiction of incorpo

As filed with the Securities and Exchange Commission on July 27, 2023 Registration No.

June 22, 2023 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 21, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

June 13, 2023 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

June 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact n

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 13, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

May 3, 2023 EX-99.1

CRITEO REPORTS FIRST QUARTER 2023 RESULTS Q1 Activated Media Spend Up 37% Continued Momentum in Retail Media with 200 Retailers Reiterates Full Year 2023 Outlook

Exhibit 99.1 CRITEO REPORTS FIRST QUARTER 2023 RESULTS Q1 Activated Media Spend Up 37% Continued Momentum in Retail Media with 200 Retailers Reiterates Full Year 2023 Outlook NEW YORK - May 3, 2023 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2023. First Quarter 2023 Financial Highlight

May 3, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 3, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (

May 3, 2023 10-Q

Quarterly Report on Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

April 28, 2023 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

DEFR14A 1 defr14aboardbrochure202320.htm DEFR14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commissio

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

DEFA14A 1 defa14aboardbrochure2023.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 27, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

April 27, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) x Defin

April 6, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) o Defin

February 24, 2023 10-K

Annual Report on Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A. (E

February 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 23, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

February 24, 2023 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Criteo S.A. Name of Subsidiary Jurisdiction of Incorporation Iponweb Labs LLC Armenia Criteo Australia Pty Ltd Australia Criteo Do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil Criteo Canada Corp. Canada Criteo Advertising (Beijing) Co., Ltd. China Iponweb Labs Limited Cyprus Condigolabs S.A.S. France Criteo France S.A.S. France Criteo Technology S.A.S. F

February 24, 2023 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

February 24, 2023 EX-4.2

Agreement to Furnish Debt Instruments

Exhibit 4.2 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the “Company”) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any suc

February 10, 2023 SC 13G/A

CRTO / Criteo S.A / Neuberger Berman Group LLC - NONE Passive Investment

SC 13G/A 1 doc1.htm NONE UNITED STATES 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) American Depository Receipt (Title of Class of Securities) 226718104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

February 8, 2023 EX-99.1

CRITEO REPORTS FOURTH QUARTER AND FISCAL YEAR 2022 RESULTS 2022 Activated Media Spend Up 25% to 3.3 Billion 2022 Operating Cash Flow Up 16% to $256 Million and Free Cash Flow Up 19% to $200 Million Deployed $136 Million of Capital to Share Repurchase

Exhibit 99.1 CRITEO REPORTS FOURTH QUARTER AND FISCAL YEAR 2022 RESULTS 2022 Activated Media Spend Up 25% to 3.3 Billion 2022 Operating Cash Flow Up 16% to $256 Million and Free Cash Flow Up 19% to $200 Million Deployed $136 Million of Capital to Share Repurchases in 2022 Targeting High-Single-Digit to Low-Double-Digit Growth in 2023 NEW YORK - February 8, 2023 - Criteo S.A. (NASDAQ: CRTO) ("Crite

February 8, 2023 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 8, 2023 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

January 31, 2023 SC 13G/A

CRTO / Criteo S.A / DnB Asset Management AS - SC 13G/A Passive Investment

SC 13G/A 1 d397459dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Criteo S.A. (Name of Issuer) American Depository Shares, each representing one Ordinary Share, nominal value €0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) December 31, 2022 (Date of Event Wh

December 12, 2022 SC 13G/A

CRTO / Criteo S.A / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES 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 Depositary Shares - (Title of Class of Securities) 226718104 - (CUSIP Number) November 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the

December 8, 2022 EX-99.1

CRITEO ANNOUNCES THE EXTENSION OF ITS SHARE REPURCHASE AUTHORIZATION FROM $280 MILLION TO $480 MILLION

CRITEO ANNOUNCES THE EXTENSION OF ITS SHARE REPURCHASE AUTHORIZATION FROM $280 MILLION TO $480 MILLION NEW YORK ? December 8, 2022 ? Criteo S.

December 8, 2022 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

December 8, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 7, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

November 1, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2022 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Crite

October 28, 2022 EX-99.1

CRITEO REPORTS SOLID THIRD QUARTER 2022 RESULTS Hosts Investor Day on October 31, 2022

Exhibit 99.1 CRITEO REPORTS SOLID THIRD QUARTER 2022 RESULTS Hosts Investor Day on October 31, 2022 NEW YORK - October 28, 2022 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the three and nine months ended September 30, 2022. Third Quarter 2022 Financial Highlights: The following table summarizes our consolidated financi

October 28, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

September 28, 2022 EX-10.1

Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time-to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators

Execution version 07/194061646 1 EUR 407,000,000 Multicurrency Revolving Facility Agreement Dated 27 September 2022 CRITEO S.

September 28, 2022 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 27, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Nu

August 5, 2022 EX-2.1

, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii*

AMENDED AND RESTATED FRAMEWORK PURCHASE AGREEMENT Among IPONWEB Holding Limited, and Exezars Limited (as Sellers); Mr.

August 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A

August 5, 2022 8-K/A

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 3, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

August 3, 2022 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

August 3, 2022 8-K

Entry into a Material Definitive Agreement, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 30, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

August 3, 2022 EX-99.1

CRITEO REPORTS STRONG SECOND QUARTER 2022 RESULTS Completed the Acquisition of IPONWEB, a Market-Leading AdTech Platform Company Raises 2022 Contribution ex-TAC Guidance with IPONWEB Acquisition Announces Investor Day on September 26, 2022

Exhibit 99.1 CRITEO REPORTS STRONG SECOND QUARTER 2022 RESULTS Completed the Acquisition of IPONWEB, a Market-Leading AdTech Platform Company Raises 2022 Contribution ex-TAC Guidance with IPONWEB Acquisition Announces Investor Day on September 26, 2022 NEW YORK - August 3, 2022 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced the completion of i

August 3, 2022 EX-2.1

, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii*

AMENDED AND RESTATED FRAMEWORK PURCHASE AGREEMENT Among IPONWEB Holding Limited, and Exezars Limited (as Sellers); Mr.

July 28, 2022 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables Form S-8 (Form Type) CRITEO S.A. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Ordinary Shares, ?0.025 par value (1) Other (3) 9,0

July 28, 2022 S-8

As filed with the Securities and Exchange Commission on July 28, 2022

As filed with the Securities and Exchange Commission on July 28, 2022 Registration No.

June 16, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 15, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

June 3, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin

May 5, 2022 EX-10.2

Amendment to Executive Employment Agreement between Criteo Corp. and Ryan Damon, dated as of March 16, 2022

March 16, 2022 To Ryan Damon Re : Amendment to the Executive Employment Agreement Effective as of August 1, 2018 Dear Ryan: This letter amends the employment agreement between you and Criteo Corp, effective as of August 1, 2018 (the ?Agreement?), to clarify certain terms relating to the acceleration of vesting upon a Change of Control followed by an Involuntary Termination and ensure consistent language across the agreements with certain executive officers.

May 5, 2022 EX-10.1

Amendment to Offer Letter between Criteo Corp. and Sarah Glickman, dated as of March 16, 2022

March 16, 2022 To Sarah Glickman Re : Amendment to Offer of Employment of August 28, 2020 Dear Sarah: This letter amends the offer letter previously signed by you, dated August 27, 2020, as amended on April 1st, 2021 (the ?Offer Letter?), to clarify certain terms relating to the acceleration of vesting upon a Change of Control followed by an Involuntary Termination and ensure consistent language across the agreements with certain executive officers.

May 5, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

May 4, 2022 EX-99.1

CRITEO REPORTS STRONG FIRST QUARTER 2022 RESULTS Q1 Activated Media Spend Up 12% Q1 Contribution ex-TAC in Line and Adjusted EBITDA Above Guidance

Exhibit 99.1 CRITEO REPORTS STRONG FIRST QUARTER 2022 RESULTS Q1 Activated Media Spend Up 12% Q1 Contribution ex-TAC in Line and Adjusted EBITDA Above Guidance NEW YORK - May 4, 2022 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the commerce media company, today announced financial results for the first quarter ended March 31, 2022. First Quarter 2022 Financial Highlights: The followin

May 4, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 4, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number) (

April 28, 2022 DEF 14A

Criteo Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English translation) (incorporated by reference from Appendix C to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on April 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) x Defin

April 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin

April 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin

April 28, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin

April 8, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Letter to Our Shareholders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a?6(e)(2)) o Defin

March 3, 2022 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 3, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

February 25, 2022 EX-4.2

Agreement to Furnish Debt Instruments

Exhibit 4.2 AGREEMENT TO FURNISH DEBT INSTRUMENTS Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, Criteo S.A. (the ?Company?) has not included as an exhibit to its Annual Report on Form 10-K any instrument relating to long-term debt if the total amount of debt authorized by such instrument does not exceed 10% of the total assets of the Company. The Company agrees to furnish a copy of any suc

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A. (E

February 25, 2022 EX-3.1

By laws (status) of the Registrant (English translation) (incorporated by reference from Exhibit 3.1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021

Please note that because we are a French company, the full text of the by-laws has been translated from French.

February 25, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of Criteo S.A. Name of Subsidiary Jurisdiction of Incorporation Criteo Australia Pty Ltd Australia Criteo Do Brasil Desenvolvimento De Servi?os De Internet Ltda. Brazil Criteo Canada Corp. Canada Criteo Advertising (Beijing) Co., Ltd. China Condigolabs S.A.S. France Criteo France S.A.S. France Criteo Finance S.A.S. France Criteo Technology S.A.S. France Doobie In Site Ltd

February 11, 2022 SC 13G/A

CRTO / Criteo S.A / Neuberger Berman Group LLC - NONE Passive Investment

UNITED STATES 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 Receipt (Title of Class of Securities) 226718104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 10, 2022 SC 13G/A

CRTO / Criteo S.A / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES 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) Ordinary Shares / American Depositary Shares - (Title of Class of Securities) 226718104 - (CUSIP Number) December 31, 2021 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to designate the

February 9, 2022 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 3, 2022 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

February 9, 2022 EX-3.1

Update to By-laws (statuts) of Criteo S.A. (English Translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

February 9, 2022 EX-99.1

CRITEO REPORTS STRONG FOURTH QUARTER AND FISCAL YEAR 2021 RESULTS 2021 Activated Media Spend Up 19% to $2.7 Billion Delivered Strong Revenue Growth and Double Digit Growth in Contribution ex-TAC in 2021 2021 Operating Cash Flow Up 19% to $221 Million

Exhibit 99.1 CRITEO REPORTS STRONG FOURTH QUARTER AND FISCAL YEAR 2021 RESULTS 2021 Activated Media Spend Up 19% to $2.7 Billion Delivered Strong Revenue Growth and Double Digit Growth in Contribution ex-TAC in 2021 2021 Operating Cash Flow Up 19% to $221 Million and Free Cash Flow Up 40% to $168 Million Extends Share Repurchase Authorization from $175 Million to $280 Million Targeting Double Digi

February 9, 2022 SC 13G/A

CRTO / Criteo S.A / DnB Asset Management AS - SC 13G/A Passive Investment

UNITED STATES 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 Depositary Shares, each representing one Ordinary Share, nominal value ?0.025 per share (Title of Class of Securities) 226718104 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement)

January 20, 2022 LETTER

LETTER

United States securities and exchange commission logo January 20, 2022 Megan Clarken Chief Executive Officer Criteo S.

December 29, 2021 8-K

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 29, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

December 29, 2021 EX-4.1

Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder

Execution Version =============================================================== CRITEO S.

December 27, 2021 CORRESP

Annex A

VIA EDGAR December 27, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Keira Nakada and Suying Li RE: Criteo S.A. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed February 26, 2021 Form 10-Q for the Quarterly Period Ended September 30, 2021 Filed November 3, 2021 Item 2.02 on For

December 22, 2021 EX-2.1

Framework Purchase Agreement, dated as of December 22, 2021, by and among the Company, Sellers,

FRAMEWORK PURCHASE AGREEMENT Among IPONWEB Holding Limited, and Exezars Limited (as Sellers); Mr.

December 22, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 22, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Num

December 22, 2021 EX-99.1

CRITEO EXECUTES PURCHASE AGREEMENT TO ACQUIRE IPONWEB, A MARKET-LEADING ADTECH PLATFORM COMPANY

CRITEO EXECUTES PURCHASE AGREEMENT TO ACQUIRE IPONWEB, A MARKET-LEADING ADTECH PLATFORM COMPANY NEW YORK ? December 22, 2021 - Criteo S.

December 17, 2021 EX-1

=============================================================== CRITEO S.A. THE BANK OF NEW YORK MELLON As Depositary OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement December ___, 2021 TABLE OF CONTENTS

=============================================================== CRITEO S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement December , 2021 =============================================================== TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ARTICLE 1. DEFINITIONS 1 SECTION 1.1. American Depositary Shares.

December 17, 2021 F-6 POS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO THE FORM F-6 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 For Depositary Shares Criteo S.A. (Exact name of issuer of deposited securities as specified in

As filed with the Securities and Exchange Commission on December 17, 2021 Registration No.

December 9, 2021 CORRESP

VIA EDGAR

VIA EDGAR December 9, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Keira Nakada and Suying Li RE: Criteo S.A. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed February 26, 2021 Form 10-Q for the Quarterly Period Ended September 30, 2021 Filed November 3, 2021 Item 2.02 on Form

December 9, 2021 EX-99.1

CRITEO ENTERS INTO EXCLUSIVE NEGOTIATIONS TO ACQUIRE IPONWEB, A MARKET-LEADING ADTECH PLATFORM COMPANY

EX-99.1 2 exhibit991projectiponweb.htm EX-99.1 Exhibit 99.1 CRITEO ENTERS INTO EXCLUSIVE NEGOTIATIONS TO ACQUIRE IPONWEB, A MARKET-LEADING ADTECH PLATFORM COMPANY •Positions Criteo to be industry leader in post-third-party cookie and identifier world •Connects marketers and media at unmatched scale and delivers Commerce Audience capabilities across the open internet •Accelerates Criteo’s Commerce

December 9, 2021 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 9, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

November 19, 2021 CORRESP

VIA EDGAR

VIA EDGAR November 19, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Keira Nakada and Suying Li RE: Criteo S.A. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed February 26, 2021 Form 10-Q for the Quarterly Period Ended September 30, 2021 Filed November 3, 2021 Item 2.02 on For

November 10, 2021 LETTER

LETTER

United States securities and exchange commission logo November 10, 2021 Megan Clarken Chief Executive Officer Criteo S.

November 3, 2021 EX-99.1

CRITEO REPORTS STRONG FINANCIAL RESULTS IN THIRD QUARTER 2021 Raises Outlook for Fiscal 2021 Revenue ex-TAC and Adjusted EBITDA margin Announces Extension of Share Repurchase Authorization from $100 million to $175 million

EX-99.1 3 exhibit991q32021.htm EX-99.1 Exhibit 99.1 CRITEO REPORTS STRONG FINANCIAL RESULTS IN THIRD QUARTER 2021 Raises Outlook for Fiscal 2021 Revenue ex-TAC and Adjusted EBITDA margin Announces Extension of Share Repurchase Authorization from $100 million to $175 million NEW YORK - November 3, 2021 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global technology company that prov

November 3, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2021 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended September 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Crite

November 3, 2021 EX-3.1

(English Translation)

Exhibit 3.1 Please note that because we are a French company, the full text of the by-laws has been translated from French. In the case of any discrepancy between this version and the French version, the French version will prevail. Soci?t? anonyme Share capital: ?1,642,079.925 Registered office: 32 rue Blanche, 75009 Paris, France 484 786 249 RCS Paris UPDATED BY-LAWS as of October 28, 2021 Exhib

November 3, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Numb

October 20, 2021 CORRESP

Annex A Reconciliation of Contribution ex-TAC by Region to Gross Profit

VIA EDGAR October 20, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Attention: Keira Nakada and Suying Li RE: Criteo S.A. Form 10-K for the Fiscal Year Ended December 31, 2020 Filed February 26, 2021 Form 10-Q for the Quarterly Period Ended June 30, 2021 Filed August 4, 2021 Item 2.02 on Form 8-K Fi

September 21, 2021 LETTER

LETTER

United States securities and exchange commission logo September 21, 2021 Megan Clarken Chief Executive Officer Criteo S.

August 4, 2021 EX-99.1

CRITEO REPORTS STRONG FINANCIAL RESULTS IN SECOND QUARTER 2021 Company Raises Outlook for Fiscal 2021 Revenue ex-TAC and Adjusted EBITDA margin

Exhibit 99.1 CRITEO REPORTS STRONG FINANCIAL RESULTS IN SECOND QUARTER 2021 Company Raises Outlook for Fiscal 2021 Revenue ex-TAC and Adjusted EBITDA margin NEW YORK - August 4, 2021 - Criteo S.A. (NASDAQ: CRTO), the global technology company that provides the world's leading Commerce Media Platform, today announced financial results for the second quarter ended June 30, 2021 that exceeded the Com

August 4, 2021 8-K

Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 4, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number

August 4, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.A

July 29, 2021 S-8

As filed with the Securities and Exchange Commission on July 29, 2021

As filed with the Securities and Exchange Commission on July 29, 2021 Registration No.

June 16, 2021 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 15, 2021 Date of Report (Date of earliest event reported) CRITEO S.A. (Exact name of registrant as specified in its charter) France 001-36153 Not Applicable (State or other jurisdiction of incorporation) (Commission File Number)

June 16, 2021 EX-3.1

By-laws (statuts) (English translation)

Please note that because we are a French company, the full text of the by-laws has been translated from French.

May 5, 2021 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from to Commission file number: 001-36153 Criteo S.

May 5, 2021 EX-10.1

Amendment to Offer Letter between Criteo Corp. and Sarah Glickman, dated as of April 1, 2021

4/1/2021 To Sarah Glickman Re: Amendment to Offer of Employment of 8/27/2020 Dear Sarah: This letter amends the offer letter previously signed by you, dated August 27, 2020 (the ?Offer Letter?), to modify certain terms with respect to cash severance payable in the event of any Involuntary Termination.

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