Criteo S.A. Files Amendment No. 1 to Annual Report on Form 10-K: Key Updates for Investors

PARIS, 2026 – Criteo S.A. (“Criteo” or the “Company”), a global leader in commerce media, has filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025. The amendment provides additional disclosures required by the U.S. Securities and Exchange Commission (SEC), specifically Items 10 through 14 of Part III, which were previously omitted from the original 10-K filed on February 26, 2026.

Key Highlights from the Report

• Well-Known Seasoned Issuer Status: Criteo is identified as a “well-known seasoned issuer” under Rule 405, reflecting its established presence and compliance strength.
• Public Float and Share Data: As of June 30, 2025, the public float was valued at approximately \$1.254 billion. As of February 19, 2026, the Company had 49,859,086 ordinary shares outstanding, each with a nominal value of €0.025 per share.
• Listing: Criteo’s American Depositary Shares (ADS), each representing one ordinary share, are listed on the Nasdaq Global Select Market under the symbol “CRTO”.
• Corporate Governance & Board: The amendment provides detailed information on the Board of Directors, committee structure, and governance documents, including policies on insider trading, clawbacks, and share ownership guidelines.
• Compliance & Controls: The Company’s internal control over financial reporting has been attested to by its registered public accounting firm, with no material weaknesses indicated.
• No Correction or Restatement: There are no corrections of previously issued financial statements or restatements requiring recovery analysis of executive incentive-based compensation.
• Non-Shell Company: Criteo confirms it is not a shell company, affirming its ongoing business operations and regulatory compliance.

Important Shareholder Information & Potential Price Sensitivity

• Disclosure of Part III Information:
  The most significant aspect of this filing is the inclusion of detailed disclosures about the Company’s directors, executive compensation, corporate governance, and related matters. This information may be of particular interest to institutional investors and proxy advisory firms evaluating governance risks, board independence, and compensation alignment.
• Corporate Governance Practices:
  Criteo underscores its adherence to leading governance standards, including an independent board, comprehensive committee charters (Audit, Compensation, Nomination), and robust policies (clawback, insider trading, executive share ownership guidelines). These measures are designed to maximize long-term shareholder value and mitigate governance-related risks.
• Insider Trading Policy and Anti-Hedging Rules:
  The amendment reiterates strict prohibitions on derivatives trading, short selling, margin accounts, and hedging or pledging of Company securities by directors, officers, and employees. This helps protect against reputational and regulatory risks, promoting confidence among investors and regulators.
• Audit Committee Expertise:
  The board’s Audit Committee comprises independent directors, including a designated “audit committee financial expert,” satisfying SEC and Nasdaq requirements and signaling strong financial oversight.
• No Material Financial Adjustments:
  The amendment does not introduce any restatements, error corrections, or new financial information that would affect prior results or require any clawback of executive pay. This stability is generally positive for investor confidence.
• Forward-Looking Statements and Risk Factors:
  The Company highlights that forward-looking statements remain subject to risks and uncertainties. Shareholders should be aware that actual results may differ materially from projections, and should review the risk factors detailed in the filing.
• No Material Change to Previously Disclosed Information:
  Except for the newly included disclosures required by the SEC, other information from the original 10-K remains unchanged. The amendment does not update for events after the original filing date, and no new financial statements are included.

Additional Details of Note

• Governance Documents: All corporate governance documents are available on the investor relations website, providing transparency and accessibility to shareholders.
• Committee Compliance: The composition and functioning of all Board committees comply with the French Commercial Code, the Exchange Act, and Nasdaq and SEC regulations.
• Market Data: The report includes market data and industry forecasts, though the Company cautions investors not to place undue reliance on third-party information.

Potential Impact on Share Price

Investor Takeaway: The amendment does not contain new operational or financial information likely to materially move the share price in the short term. However, the detailed governance disclosures, confirmation of strong compliance, and lack of restatements or financial corrections may enhance investor confidence, particularly among institutional investors focused on governance and risk oversight. There is no indication of adverse developments or material weaknesses that would negatively impact share valuation.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or an offer to buy or sell securities. Investors should review the full SEC filings and consult their own advisers before making investment decisions. Forward-looking statements are subject to risks and uncertainties as detailed in the Company’s filings.

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