WASHINGTON, D.C. 20549  
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
February 3, 2022
Date of Report (Date of earliest event reported)
(Exact name of registrant as specified in its charter)
France   001-36153   Not Applicable
(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)
32 Rue Blanche Paris France   75009
(Address of principal executive offices)   (Zip Code)
+33 14 040 2290
Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share CRTO Nasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share* Nasdaq Global Select Market

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    

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.    

ITEM 2.02  Results of Operations and Financial Condition

On February 9, 2022, Criteo S.A. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended December 31, 2021. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 5.03    Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 3, 2022, the Board of Directors of the Company amended and restated the By-laws (statuts) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of December 31, 2021, the Company has a share capital of €1,647,083.675, divided into 65,883,347 shares with a par value of €0.025 each, increased from €1,642,079.925, divided into 65,683,197 shares with a par value of €0.025 each. The foregoing description is qualified in its entirety by the amended By-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 9.01  Financial Statements and Exhibits.
  (d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Criteo S.A.
Date: February 9, 2022 By: /s/ Sarah Glickman
Name: Sarah Glickman
Title:  Chief Financial Officer

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