Criteo S.A.
For the period ended Dec 31, 2025. Filed May 8, 2026.
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Dec 31, 2025 · Filed May 8, 2026
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Contents
Cover page
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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 | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a‑12 |
| Criteo S.A. | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Letter to Our Shareholders
Dear Fellow Shareholders,
As I reflect on my first year as CEO, I am confident in the direction we are taking and the role Criteo can play in the future of
our industry. While 2025 did not unfold as we initially expected, we delivered solid operational performance and, more
importantly, made meaningful progress in positioning Criteo for long term growth.
We made deliberate choices this year. We sharpened our focus, aligned our organization more tightly around execution, and
continued to invest behind the areas where we see the greatest potential to create durable value. At the center of this is our
strategic ambition to position Criteo as a leader in commerce intelligence, powered by AI driven decisioning, with clear
priorities to lead in agentic AI, scale our performance engine, and advance our leadership in Retail Media.
Reinforcing our Foundations
In 2025, we refined our operating model to enhance execution, increase accountability, and better align our resources with our
highest value opportunities. These changes are already enabling us to move faster, innovate more effectively, and serve our
clients with greater impact.
In Performance Media, we see a meaningful runway for growth. We are reenergizing this business through a more focused
approach centered on scaling self service capabilities, expanding cross channel activation, and extending performance
solutions further up the funnel. As consumer journeys become less linear and more dynamic, advertisers are increasingly
looking for unified solutions that can drive measurable outcomes across the full path to purchase. Our early progress across
these priorities reinforces our confidence that Performance Media will remain a durable and growing contributor to our
business.
In Retail Media, we continue to build on our position as a global leader in one of the fastest growing segments of digital
advertising. With 235 leading retail partners worldwide, our focus is on unlocking greater demand by enabling broader
advertiser budgets, scaling newly launched formats, and bringing more conversational and intelligent experiences to retail
environments. While we experienced the impact of specific client changes this year, the underlying trends in the business are
robust, and we see clear opportunities to accelerate over time.
Leading in Commerce Intelligence and Orchestration
Our industry is evolving quickly. AI is reshaping how consumers discover, evaluate, and purchase products, and how
companies connect with them. The rise of AI powered assistants and agentic systems is introducing a new discovery layer that
complements existing channels. This shift is accelerating fragmentation while increasing the importance of relevance, trust,
and high quality data. In this environment, the ability to orchestrate decisions in real time across multiple touchpoints becomes
critical.
Powered by a unique commerce data foundation with visibility into over $1 trillion in ecommerce transactions annually and
reach across billions of users, products, and interactions, Criteo is well positioned to lead in this new paradigm. Our
differentiated data, scaled AI capabilities, and deep integrations across the commerce ecosystem allow us to act as a
decisioning and orchestration layer for marketers and retailers. This is a natural extension of what we have built, while
expanding our ambition.
We have invested early in the infrastructure required to support agentic AI use cases, including Model Context Protocol
capabilities that enable external agents to interact with Criteo in new ways, driving more dynamic demand creation, activation,
and optimization. We are also developing new conversational shopping experiences, including conversational ads and
sponsored recommendations within retailer agents.
Our role as the first partner to integrate with OpenAI’s advertising offering reflects how we are leaning into this transformation.
It highlights both the strength of our assets and our ambition to help shape how commerce operates in an AI driven world.
Capital Discipline and Shareholder Value
Delivering shareholder value is a top priority. In 2025, we repurchased 5.4 million shares for $152 million, and our Board of
Directors increased our remaining share buyback authorization to up to $200 million in February 2026. These actions reflect
our confidence in the strength and resilience of our business, and our disciplined approach to capital allocation, balancing
investment in growth with returns to shareholders.
We also took a meaningful step to simplify the company through our plan to redomicile Criteo to Luxembourg and directly list
our ordinary shares on Nasdaq, which was approved with overwhelming shareholder support on February 27, 2026. We are
confident this transaction will streamline our corporate structure, broaden our shareholder base, and enhance our financial and
strategic flexibility. Put simply, it makes Criteo easier to understand, easier to invest in, and better positioned for the future.
Looking ahead
We enter 2026 with a clear strategy and a strong focus on execution.
Commerce is becoming more dynamic, more data driven, and more dependent on real time decisioning. The companies that
can orchestrate that complexity at scale will define the next phase of our industry. We are confident Criteo will play a leading
role in shaping that next phase.
We will continue to invest in innovation, operate with discipline, and focus on delivering measurable results for our clients and
long term value for our shareholders.
On behalf of the Board of Directors and our senior leadership team, I would like to thank you for your continued trust and
investment in Criteo.
Sincerely,
Michael Komasinski
Chief Executive Officer
Notice of 2026 Annual General Meeting of Shareholders
To Our Shareholders:
| What: · Our 2026 Annual Combined General Meeting of Shareholders (the “Annual General Meeting”) | ||
|---|---|---|
| When: · June 29, 2026 at 5:00 p.m., local time | ||
| Where: · 32 Rue Blanche, 75009 Paris, France | ||
| Why: · At this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will be asked to: | ||
| Resolutions within the authority of the Ordinary Shareholders’ Meeting · Board Recommendation | ||
| 1. | Renew the term of office of Mr. Michael Komasinski as Director, | FOR |
| 2. | Renew the term of office of Ms. Marie Lalleman as Director, | FOR |
| 3. | Renew of the term of office of Mr. Ernst Teunissen as Director, | FOR |
| 4. | Renew the term of office of Mr. Edmond Mesrobian as Director, | FOR |
| 5. | Non-binding advisory vote to approve the compensation for the named executive officers of the Company, | FOR |
| 6. | Approve the statutory financial statements for the fiscal year ended December 31, 2025, | FOR |
| 7. | Approve the consolidated financial statements for the fiscal year ended December 31, 2025, | FOR |
| 8. | Approve the allocation of results for the fiscal year ended December 31, 2025, | FOR |
| 9. | Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code), | FOR |
| 10. | Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR |
| Resolutions within the authority of the Extraordinary Shareholders’ Meeting · Board Recommendation | ||
| 11. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code, | FOR |
| 12. | Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code, | FOR |
| 13. | Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock, | FOR |
| 14. | Authorize the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights, | FOR |
| 15. | Approve the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 of this Shareholders' Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries), | FOR |
| 16. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights, | FOR |
| 17. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights, | FOR |
| 18. | Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, through a public offering (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders’ preferential subscription rights, | FOR |
| 19. | Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe'), | FOR |
| 20. | Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without shareholders' preferential subscription rights, | FOR |
| 21. | Approve the overall limits pursuant to Resolution 16 to 20 above, and | FOR |
| 22. | Amend the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code. | FOR |
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 May 8, 2026. 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 22, 2026, which is the record
date for the Annual General Meeting (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 25, 2026 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 2, 2026 (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
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.