Criteo S.A.

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 and in our subsequent Quarterly Reports on Form 10-Q. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our Ordinary Shares could decline. The following risk factors are provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (the "SEC") on August 5, 2026. The risk factors below include risks relating to the proposed cross-border merger and the associated transfer of our legal domicile to the United States, as previously described in our Registration Statement on Form S-4 filed with the SEC on August 5, 2026. Except as presented below, there have been no material changes to the Risk Factors described in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.

Investing in our Ordinary Shares involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Quarterly Report on Form 10-Q ("Form 10-Q"), including our consolidated financial statements and the related notes thereto, before investing in our Ordinary Shares. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of these risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our Ordinary Shares could decline, and you may lose some or all your investment.

Risks Related to Our Business and Industry

You should read and consider the risk factors relating to Lux Criteo, which will continue to affect U.S. Criteo after completion of the Merger and are described under the heading “Risk Factors” in the Annual Report and in the Quarterly Reports. Each such risk factor is incorporated by reference into this proxy statement / prospectus.

Risks Relating to the Merger

We expect to incur additional costs in connection with the Merger and management attention may be diverted to complete the Merger, and our business may otherwise be impacted by disruptions or uncertainty associated with the Merger.

We expect to incur additional direct and indirect costs as a result of the Merger. The Company operates in multiple jurisdictions, and other indirect tax costs are expected to be incurred in jurisdictions in which Criteo has subsidiaries. Following the Merger, U.S. Criteo will hold meetings of the Board of Directors and annual general meetings of its stockholders in the United States. We also expect to increase our presence in the United States and incur costs and expenses, including professional fees, to comply with U.S. corporate, tax and other laws and regulations. In addition, we expect to incur attorneys’ fees, accountants’ fees, other advisors’ fees, filing fees, mailing expenses and printing expenses in connection with the Merger, even if it is not approved or completed. The Merger may also divert the attention of our management and employees from our operating business and increase other administrative costs and expenses. Further, though U.S. Criteo will carry on the business currently conducted by Lux Criteo, certain relationships, including with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders, may be subject to disruption due to uncertainty associated with the Merger, contractual termination, default, acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of the Merger or potentially negative publicity resulting from the Merger, any of which could adversely affect our business and operations.

Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Merger, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition.

We could be the subject of legislative, regulatory, administrative, stockholder or third party action in connection with or as a result of the Merger. Any such action may seek or result in delaying, hindering, impeding, preventing, rescinding or nullifying the Merger. We are subject to a wide variety of Luxembourg, European Union and U.S. securities laws, rules, regulations and policies. There can be no assurance that such laws, rules, regulations and policies or the interpretations thereof (including through enforcement priorities, executive orders and investigations) will not be changed or implemented in connection with or as a result of the Merger or otherwise. Such changes or implementations could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition. In addition, as a Delaware corporation following the Merger, we will be required to comply with numerous U.S. and Delaware laws and regulations, and we may incur costs and divert management attention as we seek to ensure compliance with a changing regulatory regime.

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

Completion of the Merger is conditional, among other things, upon the satisfaction or waiver of certain conditions, which include the receipt of shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Merger will be completed. Further, we may abandon or delay the Merger, which, for example, could be the result of an increase in our estimated cost of the Merger or determination that the Merger may not result in the benefits we expect and a determination by the Board of Directors that the Merger is no longer in the best interests of shareholders.

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

The U.S. stock market generally , and the market for our securities in particular, has been and may continue to be subject to fluctuations, whether due to, or irrespective of, our operating results and financial condition. The Ordinary Shares are currently listed on Nasdaq. In connection with the Merger, we intend to list the Common Stock on the NYSE under the ticker symbol “CRTO”. We cannot predict the prices at which our securities may trade after the Merger, or whether the trading price of the Ordinary Shares absent the Merger would have been lower, higher or the same. In addition, if the trading market for the Common Stock cannot be sustained or is lower than that of the Ordinary Shares, it could increase price volatility. Should the market price of the Common Stock drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.

Risks Related to Taxation

If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, stockholders may be required to pay U.S. federal income taxes.

It is intended that the Merger qualify as a form of “reorganization” within the meaning of Section 368(a) of the Code, and Lux Criteo and U.S. Criteo intend to file tax returns consistent with this intended tax treatment. However, the IRS may assert, and a court may sustain, a contrary position. If the Merger does not qualify as a form of reorganization within the meaning of Section 368(a) of the Code, stockholders would generally recognize taxable gain or loss upon their exchange of Ordinary Shares for Common Stock pursuant to the Merger.

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

Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in France, Luxembourg, the United States or other jurisdictions following the Merger. Any such changes could subject us to increased taxation and potentially significant expense. Following the Merger, we may be subject to current U.S. federal income taxes on the earnings of our non-U.S. affiliates in a manner that may adversely impact our effective tax rate.

For example, as a Delaware corporation, we may be subject to U.S. federal income tax on income earned outside of the United States under the U.S. “controlled foreign corporation,” or “CFC,” rules, subject to the availability of certain credits and exemptions related to the taxes paid or income earned in those jurisdictions. Moreover, the Merger may not allow us to maintain a competitive worldwide effective corporate tax rate. We cannot provide any assurance as to what our worldwide effective tax rate will be after the Merger because of, among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material.

The Merger may result in adverse tax consequences for holders of Ordinary Shares.

U.S. Holders may be subject to U.S. federal income tax as a result of the Merger. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of less than $50,000 and is not a 10% U.S. Holder will generally not recognize any gain or loss and will generally not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of $50,000 or more and is not a 10% U.S. Holder will generally recognize gain (but not loss) in respect of the Merger as if such U.S. Holder exchanged its Ordinary Shares for Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Ordinary Shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Merger is a 10% U.S. Holder will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the Ordinary Shares held directly by such U.S. Holder. The determination of Lux Criteo’s earnings and profits is a complex determination and may be affected by numerous factors. We may not provide U.S. Holders with the information required to calculate the “all earnings and profits amount” attributable to the Ordinary Shares held directly by such U.S. Holder. There can be no assurance that the IRS, or a court, will agree with Lux Criteo’s determination of its earnings and profits.

Risks Relating to Being a Delaware Corporation

The rights of stockholders under Delaware law differ from the rights of shareholders under Luxembourg law.

Currently, your rights as a shareholder of Lux Criteo are governed by the laws of Luxembourg and Lux Criteo’s existing articles of association. Following the Merger, your rights as a stockholder of U.S. Criteo will be governed by Delaware law and the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus), which contain provisions that differ in certain respects from those currently in effect. Therefore, some of your rights as a shareholder will change as a result of the Merger. For a description of your rights following the Merger and how they may differ from your current rights, please see “Comparison of Shareholder Rights” beginning on page 63 of the S-4.

Provisions in the Certificate of Incorporation and Bylaws could impact change in control transactions.

In addition to protections afforded under the DGCL, the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus) contain provisions that could have the effect of delaying or preventing changes in control or changes in management or the Board of Directors. These provisions include:

•providing that the Board of Directors will have the authority to increase or decrease its size without stockholder approval, and that vacancies on the Board of Directors, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;

•providing that the Board of Directors will have the authority to determine designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof, including the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of preferred stock, to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding);

•providing that until the seventh annual meeting of the stockholders of U.S. Criteo following the Merger, the Board of Directors will be divided into two classes, with each class serving a staggered two-year term (which is consistent with how the current and historical Board of Directors has served), and removal of directors by stockholders during this time may be for cause only (and thereafter each director will serve a one-year term and be subject to removal by stockholders with or without cause);

•requiring advance notice applicable to stockholders for director nominations and actions to be taken at annual meetings (which will be lengthier than the current and historical requirements of the Company);

•requiring minimum ownership thresholds of stockholders to call a special meeting (which will be higher than the current and historical requirements of the Company); and

•providing that the Board of Directors is expressly authorized to adopt, or to alter or amend or repeal provisions in the Bylaws.

The Certificate of Incorporation will contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against us and any of our directors, officers or other employees.

The Certificate of Incorporation will provide that, unless U.S. Criteo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or the federal district court in the State of Delaware if the Court of Chancery does not have subject matter jurisdiction) is the sole and exclusive forum for (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of U.S. Criteo’s current or former directors, officers or other employees or stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Exclusive Forum Provision”). The Certificate of Incorporation will further provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act (the “Federal Forum Provision”).

The Delaware Exclusive Forum Provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Federal Forum Provision is intended to apply to claims arising under the Securities Act and would not apply to claims brought pursuant to the Exchange Act. The exclusive forum provisions in the Certificate of Incorporation will not relieve U.S. Criteo of its duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts. Stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.

The exclusive forum provisions in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with U.S. Criteo or its directors, officers or other employees, which may discourage lawsuits against U.S. Criteo and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware pursuant to the Delaware Exclusive Forum Provision or in the federal district courts of the United States pursuant to the Federal Forum Provision could face additional litigation costs in pursuing any such claim, particularly in the case of the Court of Chancery of the State of Delaware if they do not reside in or near Delaware. The court in the designated forum under our exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be adverse to our stockholders.

Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.