Criteo SA
For the period ended Dec 31, 2023. Filed Feb 23, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 23, 2024
CRTO$17.14+3.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
(a) Financial Statements
The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
(b) Exhibits
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date |
| 2.1 | Merger Agreement, dated as of October 3, 2016, by and among Criteo Corp., TBL Holdings, Inc., Hooklogic, Inc. and Fortis Advisors LLC | 8-K | 001-36153 | 2.1 | October 4, 2016 |
| 2.2 | Amended and Restated Framework Purchase Agreement, dated as of August 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 | 10-Q | 001-36153 | 2.1 | August 5, 2022 |
| 3.1# | Updated By-laws (as of December 7, 2023) (English translation) | ||||
| 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 | 8-K | 001-36153 | 4.1 | December 29, 2021 |
| 4.2# | Agreement to Furnish Debt Instruments | ||||
| 4.3 | Description of Registrant's Securities | 10-K | 001-36153 | 4.3 | March 2, 2020 |
| 10.1† | Non-Compete Agreement between the registrant and each of Messrs. Rudelle, Le Ouay and Niccoli | F-1 | 333-191223 | 10.5 | October 2, 2013 |
| 10.2† | 2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) | S-8 | 333-197373 | 99.1 | July 11, 2014 |
| 10.3† | Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation) | S-8 | 333-273476 | 99.1 | July 27, 2023 |
| 10.4† | Summary of BSA Terms and Conditions | 10-K | 001-36153 | 10.7 | February 29, 2016 |
| 10.5† | Form of BSA Grant Document (English translation) | 10-K | 001-36153 | 10.9 | March 1, 2017 |
| 10.6† | Summary of BSPCE Plan | F-1 | 333-191223 | 10.8 | September 18, 2013 |
| 10.7† | Form of BSPCE Grant Document (English translation) | F-1 | 333-191223 | 10.11 | September 18, 2013 |
| 10.8† | Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) | S-8 | 333-273476 | 99.2 | July 27, 2023 |
| 10.9† | Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) | S-8 | 333-273476 | 99.3 | July 27, 2023 |
| 10.10† | Criteo Executive Bonus Plan | 10-K | 001-36153 | 10.15 | February 29, 2016 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date |
| 10.11† | Offer Letter between the Registrant and Sarah Glickman, dated August 27, 2020 | 8-K | 001-36153 | 10.1 | September 3, 2020 |
| 10.12† | Amendment to Offer Letter between Criteo Corp. and Sarah Glickman, dated as of April 1, 2021 | 10-Q | 001-36153 | 10.1 | May 5, 2021 |
| 10.13† | Amendment to Offer Letter between Criteo Corp. and Sarah Glickman, dated as of March 16, 2022 | 10-Q | 001-36153 | 10.1 | May 5, 2022 |
| 10.14 | Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking | 8-K | 001-36153 | 4.1 | March 30, 2017 |
| 10.15 | Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification | 10-K | 001-36153 | 10.22 | March 1, 2019 |
| 10.16† | Management Agreement between the registrant and Megan Clarken, dated October 2, 2019 | 8-K | 001-36153 | 10.1 | October 30, 2019 |
| 10.17† | Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019 | 10-K | 001-36153 | 10.18 | March 2, 2020 |
| 10.18† | Employment Agreement between the registrant and Ryan Damon, dated August 1, 2018 | 10-K | 001-36153 | 10.19 | March 2, 2020 |
| 10.19† | Amendment to Executive Employment Agreement between Criteo Corp. and Ryan Damon, dated as of March 16, 2022 | 10-Q | 001-36153 | 10.2 | May 5, 2022 |
| 10.20 | 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 | 8-K | 001-36153 | 10.1 | September 28, 2022 |
| 10.21# | Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor, and Société Générale, as agent** | ||||
| 21.1# | List of Subsidiaries | ||||
| 23.1# | Consent of Deloitte & Associés | ||||
| 24.1 | Power of Attorney (including on the signature page to this report) | ||||
| 31.1# | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 31.2# | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | ||||
| 32.1* | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 97.1†# | Criteo S.A. Clawback Policy adopted October 26, 2023 | ||||
| Incorporated by Reference | |||||
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date |
| 101# | The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | ||||
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) | ||||
† Indicates management contract or compensatory plan.
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