UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

~~June~~July 2730, 2025

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France

001-36153

Not Applicable

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

32 Rue Blanche

Paris

France

75009

(Address of principal executive offices)

(Zip Code)

+33 17 585 0939

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-2(b))

☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(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 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

ToOn ~~the~~July ~~extent~~30, ~~applicable~~2025, the ~~information~~Company ~~contained~~issued ina ~~Item~~press ~~5.02~~release ofand ~~this~~will ~~Current~~hold ~~Report~~a onconference ~~Form~~call ~~8-K~~regarding isits ~~incorporated~~financial byresults ~~reference~~for ~~into~~the ~~Item~~quarter 2ended June 30, 2025.02 A copy of ~~this~~the ~~Current~~press ~~Report~~release onis ~~Form~~furnished ~~8-K~~as Exhibit 99.1 to this report.

~~ITEM~~The 5information furnished with this Item 2.02, ~~Departure~~including Exhibit 99.1, shall not be deemed “filed” for purposes of ~~Directors~~Section or18 ~~Certain~~of ~~Officers;~~the ~~Election~~Securities Exchange Act of ~~Directors;~~1934, ~~Appointment~~as amended (the “Exchange Act”), or otherwise subject to the liabilities of ~~Certain~~that ~~Officers;~~section, ~~Compensatory~~nor ~~Arrangements~~shall it be deemed incorporated by reference into any other filing under the Securities Act of ~~Certain~~1933, ~~Officers~~as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

OnThe ~~June 27, 2025, Brian Gleason notified Criteo S.A. (the “~~Company”) ofis ~~his~~making ~~decision~~reference to ~~resign~~non-GAAP asfinancial ~~Chief~~information ~~Revenue~~in ~~Officer~~both ~~and~~the ~~President,~~press ~~Retail~~release ~~Media,~~and ~~effective~~the ~~July~~conference ~~29, 2025 to pursue a chief executive officer opportunity at a private company~~call. ~~The~~A ~~Company~~reconciliation ~~thanks~~of ~~Mr.~~these ~~Gleason~~non-GAAP ~~for~~financial ~~his~~measures ~~contributions~~to ~~and~~the ~~wishes~~most ~~him~~comparable ~~well~~GAAP infinancial ~~his~~measures ~~future~~is ~~endeavors.~~contained ~~The Company remains fully confident~~ in ~~its execution and strategy and will announce its financial results for~~ the ~~second~~attached ~~quarter~~Exhibit ~~ended~~99.1 ~~June~~press ~~30, 2025, on Wednesday, July 30, 2025~~release.

~~Forward-Looking~~ITEM 9.01 Financial Statements ~~Disclosure~~and Exhibits.

~~This~~(d) report contains “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended that are based on beliefs of management of the Company and assumptions and on information currently available to the Company’s management. These forward-looking statements include, but are not limited to, statements regarding the Company's second quarter 2025 financial results. Forward-looking statements represent the Company’s management’s beliefs and assumptions only as of the date of this report, and nothing in this report should be regarded as a representation by any person that these beliefs or assumptions will take place or occur. You should read the Company’s most recent Annual Report on Form 10-K filed on February 28, 2025, and subsequent Quarterly Reports on Form 10-Q, including the Risk Factors set forth therein and the exhibits thereto, as well as future filings and reports by the Company, completely and with the understanding that the Company’s actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.Exhibits


Exhibit Number						Description
99.1						Press Release dated July 30, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: July 1, 2025	By:	/s/ Ryan Damon
Date: July 30, 2025	By:	/s/ Sarah Glickman
	Name:	~~Ryan~~Sarah ~~Damon~~Glickman
	Title:	Chief ~~Legal~~Financial ~~and Transformation~~ Officer

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