Criteo SA

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. )

Letter to Our Shareholders

Dear Fellow Shareholders,

As Criteo’s new CEO, it is with great enthusiasm and a deep sense of responsibility that I step into this role to lead our company into its next phase of growth and innovation. I am committed to driving value for our shareholders, clients, and employees.

Scaling

Criteo has deeply transformed over the past five years, resulting in record results in 2024. Our goal will be to build on this strong foundation as a leader in the fastest growing sector of advertising – Commerce Media. My focus will be on accelerating growth, strengthening our market position, and ensuring that we continue to adapt and thrive in an evolving business landscape.

From our legacy of best-of-breed performance targeting to our direct access to premium supply that engages consumers along their buyer journey, to our unique access to retailer data and high-quality inventory, we have developed a Commerce Media Platform that consolidates the buying and selling of commerce-focused ads at scale.

Criteo’s AI is at the heart of our innovation and uniquely powered by real-time commerce data, enabling highly relevant advertising experiences and superior performance. We power AI-driven personalization, measurement, and monetization across multiple channels. As we continue to innovate, we remain focused on driving measurable outcomes for brands, retailers, and publishers while shaping the future of commerce.

Driving shareholder value

Criteo greatly benefits from Frederik van der Kooi’s leadership on the Board of Directors, and we are thrilled to have him serve as Chairperson. His industry expertise and deep understanding of our business will further strengthen our ability to accelerate momentum and seize the significant opportunities ahead. I am also confident that, our director nominee, Stefanie Jay, will be a valuable addition to our boardroom as she brings extensive expertise in Retail Media, global e-commerce strategy, and capital markets.

We have a strong balance sheet and a disciplined and balanced capital allocation approach. In 2024, we repurchased 6.0 million shares for $225 million, and our Board of Directors increased our remaining share buyback authorization to up to $200 million in February 2025. This demonstrates our confidence in our business strategy, financial strength and our ongoing commitment to enhance shareholder value.

Looking ahead

I am excited about the opportunities ahead and look forward to collaborating with our leadership team, Board of Directors, and all of you - our valued shareholders. Transparency, AI-driven innovation, and operational excellence will be at the core of our strategy as we drive forward.

As we embark on this journey together, I want to express my sincere gratitude for your continued trust and investment in Criteo. I look forward to updating you on our progress and working together to achieve new milestones.

Sincerely,

Michael Komasinski

Chief Executive Officer

Notice of 2025 Annual General Meeting of Shareholders

To Our Shareholders:

We intend that this notice of the Annual General Meeting and accompanying proxy materials will be first made available to you, as a holder of record of Criteo S.A. Ordinary Shares, on or about April 29, 2025. The Bank of New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of American Depositary Shares (“ADSs”), each of which represents one Ordinary Share of the Company.

If you are a holder of Ordinary Shares at 12:00 a.m., Paris time, on June 11, 2025 (the “ORD Record Date”), you will be eligible to vote on the items to be presented at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have entered into a civil union. You can change your vote by submitting another properly completed proxy card with a later date (i) by the Annual General Meeting if you choose to (x) grant a proxy to the chairperson of the Annual General Meeting or (y) grant a proxy to another shareholder, your spouse or a partner with whom you are in a civil union, (ii) at any time prior to June 9, 2025 if you choose to vote in advance by mail, or (iii) by attending the Annual General Meeting and voting in person.

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as of April 3, 2025 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain, complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or from your broker, bank or other nominee in accordance with any instructions provided therefrom.

Your vote is important. Please read the proxy statement and the accompanying materials. Whether or not you plan to attend the Annual General Meeting, and no matter how many Ordinary Shares or ADSs you own, please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures described above.

By order of the Board of Directors

Frederik van der Kooi

Chairperson of the Board of Directors

Criteo S.A.

32 Rue Blanche

75009 Paris, France

PROXY STATEMENT

FOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 13, 2025

The proxy statement and annual report are available at

http://criteo.investorroom.com/annuals

This proxy statement is being furnished to you by the Board of Directors of Criteo S.A. (the “Company,” “Criteo,” “our,” “us,” or “we”) to solicit your proxy to vote your ordinary shares, nominal value €0.025 per share (“Ordinary Shares”) at our 2025 Annual General Meeting of Shareholders (the “Annual General Meeting”). The Annual General Meeting will be held on June 13, 2025 at 11:00 a.m., local time, at 32 Rue Blanche, 75009 Paris, France. We intend that this proxy statement and the accompanying proxy card will be first made available on or about April 29, 2025 to holders of our Ordinary Shares at 12:00 a.m. Paris time, on June 11, 2025 (the “ORD Record Date”). The Bank of New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of American Depositary Shares as of April 3, 2025 (the “ADS Record Date”), each representing one Ordinary Share, nominal value €0.025 per share (“ADSs”).