Criteo S.A.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the Fiscal Year Ended December 31, 2025

or

For the transition period from to

Commission file number:001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)

+33 175 85 09 39

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

• Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes ☐No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the

Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was

required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be

submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated

filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition

period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the

effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.

7262(b)) by the registered public accounting firm that prepared or issued its audit report☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of

the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of

incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period

pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐ No☒

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2025, the last

business day of the registrant's most recently completed second fiscal quarter, was$1,254 million, based on the closing

price of the American Depositary Shares as reported by the Nasdaq Global Select Market on such date. Ordinary shares,

nominal value €0.025 per share, held by each officer and director and by each person who owns or may be deemed to

own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be

affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of February 19,2026, the registrant had 49,859,086 ordinary shares, nominal value €0.025 per share,

outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part III incorporates certain information by reference from the registrant’s proxy statement for the 2026 Annual

Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrant’s fiscal

year ended December 31, 2025.

CRITEO S.A.

ANNUAL REPORT ON FORM 10-K

For The Fiscal Year Ended December 31, 2025

TABLE OF CONTENTS

General

Except where the context otherwise requires, all references in this Annual Report on Form 10-K ("Form 10-K") to the

"Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In

this Form 10-K, references to "$" and "US$" are to United States dollars. Our audited consolidated financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP.

Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of December 31,

Trademarks

"Criteo," the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-K are the property of

Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of

their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as

amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange

Act"), that are based on our management’s beliefs and assumptions and on information currently available to our

management. All statements other than present and historical facts and conditions contained in this Form 10-K, including

statements regarding our future results of operations and financial position, business strategy, plans and objectives for

future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to

differ materially. When used in this Form 10-K, the words "anticipate," "believe," "can," "could," "estimate," "expect,"

"intend," "is designed to," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "will," "would"

or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A "Risk Factors" of this Form 10-K for a discussion of important factors that may cause our actual

results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors,

we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Furthermore, if our

forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties

in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any

other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation

to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,

except as required by law.

You should read this Form 10-K and the documents that we reference in this Form 10-K and have filed as exhibits to this

Form 10-K completely and with the understanding that our actual future results may be materially different from what we

expect. We qualify all of our forward-looking statements by these cautionary statements.

This Form 10-K contains market data and industry forecasts that were obtained from industry publications. These data and

forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such

information. We have not independently verified any third-party information. While we believe the market position, market

opportunity and market size information included in this Form 10-K is generally reliable, such information is inherently

imprecise.

Summary Risk Factors

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties

described in “Item 1A. Risk Factors”, which are summarized below:

Risks Related to Our Business and Industry

•If we fail to innovate, enhance our brand, adapt and respond effectively to rapidly changing technology, our offerings may

become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing

goals for our clients are inherently risky and may not be successful.

•The market in which we participate is intensely competitive, and we may not be able to compete successfully with our

current or future competitors.

•Our success depends on our ability to implement our business transformation and achieve our global business

strategies.

•The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client

and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.

•We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions,

which may adversely affect our ability to achieve our growth and business objectives.

•We have substantial client concentration in certain markets and solutions, with a limited number of clients accounting for

a substantial portion of our revenues in those areas.

•Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our

ability to conduct our business.

•Our international operations and expansion expose us to several risks.

•Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may

be restricted by consumer choice, clients, publishers and retail partners, browsers or other software, changes in

technology, and new developments in laws, regulations and industry standards.

•We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any

downturn in these industries or any changes in regulations affecting these industries could harm our business.

•We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the

risk that we will not be successful. Our historical growth rates may not be indicative of our future growth, and we may

have difficulty sustaining profitability.

•We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or

retain our senior management team and other key employees, we may not be able to achieve our business objectives.

•Our future success will depend in part on our ability to expand into new advertising channels.

•Our future success will depend in part on our ability to expand into new industry verticals and continue to build on

existing verticals.

•As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries,

which may adversely affect our ability to attract and retain business.

•Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which

we rely, which could materially impact our business and results of operations.

•We experience fluctuations in our results of operations due to a number of factors, which make our future results difficult

to predict and could cause our operating results to fall below expectations or our guidance.

Risks Related to Data Privacy, Intellectual Property and Cybersecurity

•Our business involves the use, transmission and storage of personal data and confidential information, and the failure to

properly safeguard such information could result in significant reputational harm and monetary damages.

•If we are unable to protect our proprietary information or other intellectual property, our business could be adversely

affected.

•Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the

intellectual property rights of others.

•Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings,

could significantly disrupt our operations and cause us to lose clients.

•Our inability to use software licensed from third parties, or our use of open source software under license terms that

interfere with our proprietary rights, could disrupt our business.

Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs

•The market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating

performance.

•Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results of

operations, financial condition, or share price.

•We may need additional capital in the future to meet our financial obligations and to pursue our business objectives.

Additional capital may not be available on favorable terms, or at all, and may contain restrictions which could

compromise our ability to meet our financial obligations and operate and grow our business.

•Our business could be negatively impacted by the activities of hedge funds or short sellers.

•We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on your

investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount of

dividends we are able to distribute.

•Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.

•You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.

•Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends

in shares may be limited, which may cause dilution to your holdings.

•You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.

•U.S. investors may have difficulty enforcing civil liabilities against our Company and directors and senior management.

•The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of

shareholders of corporations incorporated in the U.S.

General Risk Factors

•In periods of macroeconomic and geopolitical uncertainty beyond our control, businesses may delay or reduce their

spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business,

financial condition, results of operations and/or cash flows.

•Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our results of

operations.

•We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws,

or revised interpretations thereof, that may negatively affect our results of operations.

•If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results

or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.

•U.S. holders of our ADSs may suffer adverse tax consequences if we are treated as a "passive foreign investment

company" for U.S. federal income tax purposes.

•If a U.S. holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal

income tax consequences.

Risks Related to the Conversion

•We expect to incur additional costs in connection with the Conversion and management attention may be diverted to

complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the

Conversion.

•Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the

Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could

materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion

or otherwise materially and adversely affect our business, results of operations and financial condition.

•The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the

Conversion.

•Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our

domicile from Luxembourg to the United States.

•The market for our shares may fluctuate as a result of the Conversion.

•Our tax position could be adversely impacted by changes in tax laws in various jurisdictions.

•Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S.

Holders of Lux Criteo ordinary shares.

•After the Conversion, if we declare and pay dividends, dividends you receive will generally be subject to Luxembourg

dividend withholding tax.

•The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate.

•We will be subject to various Luxembourg taxes as a result of the Conversion.

•There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg.

•Certain of your rights as a shareholder will change as a result of the Conversion.

•As a Luxembourg company following the Conversion, we face legal requirements and limitations on company

governance and actions which may negatively impact our ability to manage the company and respond to market

•The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the

sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to

meeting certain criteria.

•Our ability to pay dividends will be restricted under Luxembourg law following the Conversion.

•Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation,

which could adversely impact the trading of our ordinary shares and our ability to pursue equity financings.

•Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer

dilution of their shareholding in the event of future share issuances.

•Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employees.

•The Lux Articles will contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim in a

judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any

of our directors, officers or other employees.

•Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency

laws.