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What changed in Criteo S.A.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Criteo S.A.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+335 added−344 removedSource: 10-K (2025-02-28) vs 10-K (2024-02-23)

Top changes in Criteo S.A.'s 2024 10-K

335 paragraphs added · 344 removed · 290 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

252 edited+42 added−51 removed204 unchanged
Biggest changeOur First-Party Media Network won the 2021 Digiday Media Award for best first-party strategy. 5 Our Data assets: our first-party data-based Buyer Index Our data assets include privacy-safe insights derived from our clients' p roprietary commerce data about their own consumers , such as transaction activity on their digital properties, giving us exposure to over $1 trillion in online sales o n a combined basis in 2023, representing approximately 35% of the global retail ecommerce sales excluding China 3 , or $2.7 billion worth of transactions per day on average.
Biggest changeOur data assets include privacy-safe insights derived from our clients' p roprietary commerce data about their own consumers, such as transaction activity on their digital properties, giving us exposure to $1 trillion in online sales on a combined basis in 2024 , representing approximately a third of the global retail ecommerce sales excluding China 2 , or $2.6 billion worth of transactions per day on average. 6 Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or service levels, which do not rely on cross-site tracking technologies, such as third-party cookies.
Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research and development centers in France, Germany, Cyprus, Armenia, Canada and in the U.S.
Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research and development centers in France, the U.S., Canada, Cyprus, Germany, and Armenia.
In the European Union (the “EU”), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (“E-Privacy Directive”) and the General Data Protection Regulation (“GDPR”).
In the European Union (“EU”), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (“E-Privacy Directive”) and the General Data Protection Regulation (“GDPR”).
We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.
We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.
Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign investment company” for U.S. federal income tax purposes.
U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign investment company” for U.S. federal income tax purposes.
Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory. We may decide to broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory. We may broaden the spectrum of our advertising channels further, including into Social, Connected TV and Digital Out of Home, if we believe that doing so would significantly increase the value we can offer to clients.
Within large areas, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for time-constrained services such as RTB . 10 In addition, we replicate data across multiple data centers to maximize availability and performance.
Within large areas, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for time-constrained services such as RTB . In addition, we replicate data across multiple data centers to maximize availability and performance.
Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving credit risk from varied payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.
Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving varied payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.
In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.
For example, within Criteo Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment.
For example, within Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment.
These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple now requires user opt-in before permitting access to Apple’s unique identifier, or IDFA.
These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple requires user opt-in before permitting access to Apple’s unique identifier, or IDFA.
The Data Privacy team delivers company-wide privacy training, enforces our privacy policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, media owner partners and vendors. 8 Retail Media .
The Data Privacy team delivers company-wide privacy training, enforces our privacy policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, media owner partners and vendors. Retail Media .
Although we have developed systems and processes that are designed to protect data, and to prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute security, and we may incur significant costs in protecting against and remediating cyber-attacks.
Although we have invested in and developed systems and processes that are designed to protect data, and to prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute security, and we may incur significant costs in protecting against and remediating cyber-attacks.
Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks.
Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher and retailer partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks.
Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the U.S. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim.
Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the U.S. 33 Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim.
A substantial portion of the data we rely on comes from our publisher partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager) and retailers.
A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager) and retailers.
Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence (“AI”), which given our long history using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity.
Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence (“AI”), which, given our long history developing using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity.
The market price of the ADSs has fluctuated and may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our revenue and other results of operations; • the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance; • investor perception of risks in our industry; • failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us, our competitors or large influential technology companies of significant technical innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of advertising technology or other technology companies, or those in our industry in particular; • investor sentiment with respect to our competitors, business partners or industry in general; • price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; • additional ADSs being sold into the market by us or the Company’s insiders; • media coverage of our business and financial performance; • developments in anticipated or new legislation or new or pending lawsuits or regulatory actions; • other events or factors, including those resulting from economic recessions, natural disasters or weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses to these events; and • any other risks identified in this Form 10-K.
The market price of the ADSs has fluctuated and may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: • actual or anticipated fluctuations in our revenue and other results of operations; • the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance; • investor perception of risks in our industry; • failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; • announcements by us, our competitors or large influential technology companies of significant technical innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments; • changes in operating performance and stock market valuations of advertising technology or other technology companies, or those in our industry in particular; • investor sentiment with respect to our competitors, business partners or industry in general; • price and volume fluctuations in the overall stock market, including due to trends in the economy as a whole; • additional ADSs being sold into the market by us or the Company’s insiders; • media coverage of our business and financial performance; • developments in anticipated or new legislation or new or pending lawsuits or regulatory actions; • other events or factors, including resulting from economic recessions, political conditions, natural disasters or weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses; and • any other risks identified in this Form 10-K.
Any steps we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be successful in preventing system failures.
Any steps we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be 100% successful in preventing system failures.
If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of the ADSs may, therefore, be adversely impacted.
If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.
Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners and third parties, and data from our own operating history.
Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third parties, and data from our own operating history.
If our clients fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients.
If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher and retailer partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients.
The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of the transformation and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of continued transformation and growth and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
We believe the growth of our revenue depends on a number of factors, including our ability to: • attract new clients, and retain and expand our relationships with existing clients; • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us; • broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies and consumer brands across the open Internet, including web, apps and stores; • adapt our offering to meet evolving needs of businesses, including to address market trends such as (i) the continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) the increasing percentage of sales that involve multiple digital devices, (iii) the increasing retailer adoption of retail 25 media monetization solutions, (iv) the growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or on mobile devices and use or consumption by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes; • maintain and increase our access to data necessary for the performance of Criteo AI Engine; • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware; and • continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and artificial intelligence.
We believe the growth of our revenue depends on several factors, including our ability to: • attract new clients, and retain and expand our relationships with existing clients; • maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us; • broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies and consumer brands across the open Internet, including web, apps and stores; • adapt our offering to meet evolving needs of businesses, including to address market trends such as the (i) continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) increasing percentage of sales that involve multiple digital devices, (iii) increasing retailer adoption of retail media monetization solutions, (iv) growing adoption by consumers of “ad-blocking” software on web browsers on desktop and/or mobile devices and use by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, (vi) changes in the overall ecosystem resulting in signal loss and (vii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes; • maintain and increase our access to data necessary for the performance of Criteo AI Engine; • continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware; and • continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and AI.
Such claims could be made directly against us or against the advertising agencies we work with, and media networks and exchanges and publishers from whom we purchase advertising inventory.
Such claims could be made directly against us or against the advertising agencies we work with, media networks and exchanges, or publishers and retailers from whom we purchase advertising inventory.
With respect to references made in this Form 10-K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 17 Item 1A Risk Factors Investing in our ADSs involves a high degree of risk.
With respect to references made in this Form 10- K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 16 Item 1A Risk Factors Investing in our ADSs involves a high degree of risk.
Factors that may affect our quarterly results of operations include: • the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending; • lengthy implementation cycles resulting in substantial expenses incurred without any guarantee of revenue generation; • demand for our offering and the size, scope and timing of digital advertising campaigns; • for certain parts of our business, the relative lack of long-term agreements with our clients and publishers; • client and publisher retention rates; • market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals; • the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects; • the timing of adding support for new digital devices, platforms and operating systems; • the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks; • our clients’ budgeting cycles; • changes in the competitive dynamics of our industry, including consolidation among competitors; • consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes; • our ability to control costs, including our operating expenses; • network outages, errors in our technology or security breaches and any associated expense and collateral effects; • foreign currency exchange rate fluctuations, as some of our foreign sales and costs are denominated in their local currencies; • failure to successfully manage or integrate any acquisitions; and • general economic and political conditions in our domestic and international markets, including public health crises (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.
Factors that may affect our quarterly results of operations include: • the nature of our clients’ products or services, including the seasonal nature of our clients’ advertising spending; • lengthy implementation cycles of new solutions resulting in expenses incurred without any guarantee of revenue generation; • demand for our offering and the size, scope and timing of digital advertising campaigns; • for certain parts of our business, the lack of long-term agreements with some of our clients and publishers; • client and publisher retention, including concentration of any clients or publishers; • market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals; • the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects; • the timing of adding support for new digital devices, platforms and operating systems; • the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks; • our clients’ budgeting cycles; • changes in the competitive dynamics of our industry, including consolidation among competitors; • consumers’ response to our clients’ advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes; • our ability to control costs, including our operating expenses; • network outages, errors in our technology or security breaches and any associated expense and collateral effects; • foreign currency exchange rate fluctuations, as some of foreign transactions are denominated in local currencies; • failure to successfully manage or integrate any acquisitions; and • general economic and political conditions in our domestic and international markets, including public health crises (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.
Commitments and Contingencies for more information. 23 In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the “CCPA”)., which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information.
Commitments and Contingencies for more information. 21 In 2018, the State of California adopted the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information.
Our large dataset is uniquely focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides large consumer reach as we see approximately 700 million daily active users, and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for our customers.
Our large dataset is uniquely focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides large consumer reach as we see approximately 720 million daily active users, and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for our customers.
In Marketing Solutions, our Commerce Audiences solutions are focused on attracting more customers for our marketer clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the right ad for each opportunity: • Increase awareness and interest in a brand, product, or services; • Attract new consumers to an online and/or offline store; • Generate leads from consumers who are in market for a brand, product or services; • Get more shoppers and grow sales on an online and/or offline store; and • Encourage consumers who purchased in the past to make additional purchases.
In Performance Media, our Commerce Audiences solutions are focused on attracting more customers for our marketer clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the right ad for each opportunity: • Increase awareness and interest in a brand, product, or services; • Attract new consumers to an online and/or offline store; • Generate leads from consumers who are in market for a brand, product or services; • Get more shoppers and grow sales on an online and/or offline store; and • Encourage consumers who purchased in the past to make additional purchases.
Our current global operations and future initiatives involve a variety of risks, including: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems; • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market; • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises (including the outbreak of contagious disease and pandemics), spam and content, and artificial intelligence, which laws and regulations may be inconsistent across jurisdictions; • intensity of local competition for digital advertising budgets and internet advertising inventory; • changes in a specific country’s or region’s political or economic conditions; • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies; and 22 • limited or unfavorable intellectual property protection; Additionally, operating in international markets also requires significant management attention and financial resources.
Our current global operations and future initiatives involve a variety of risks, including: • operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems; • insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market; • compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises (including the outbreak of contagious disease and pandemics), spam and content, and AI, which laws and regulations may be inconsistent across jurisdictions; • intensity of local competition for digital advertising budgets and internet advertising inventory; 20 • changes in a specific country’s or region’s political or economic conditions, including through elections; • risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies; an d • limited or unfavorable intellectual property (“IP”) protection; Additionally, operating in international markets also requires significant management attention and financial and legal resources.
We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $29 billion of commerce outcomes for our customers – in the form of product sales for retailers, brands and marketers and advertising revenues for media owners.
We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $31 billion of commerce outcomes for our customers – in the form of product sales for retailers, brands and marketers and advertising revenues for media owners.
Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.
Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.
Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publishers, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards.
Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or “do not track” mechanisms or “ad-blocking” software, the emergence of new opt-out signals such as “Global Privacy Control” and “Global Privacy Platform”, and new developments in, or new interpretations of, laws, regulations and industry standards.
In November 2020, voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their person information and additional obligations on businesses.
In November 2020, voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses.
Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results.
Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results.
The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely effect on our financial condition, results of operations or cash flows.
The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely effect our financial condition, results of operations or cash flows.
Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated, we could experience difficulties and additional expense in arranging for new facilities and support, particularly given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low offers and strong pressure from providers to increase prices and diversify their client base.
Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated earlier than scheduled, we could experience difficulties and additional expense in arranging for new facilities and support, particularly given the current competitive nature of the data centers market at a worldwide scale, which involves high demands, low offers and strong pressure from providers to increase prices and diversify their client base.
If we were to be classified as a PFIC for any taxable year during which a U.S. Holder 5 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, for future years even if we cease to be a PFIC.
If we were to be classified as a PFIC for any taxable year during which a U.S. Holder 4 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, for future years even if we cease to be a PFIC.
As of December 31, 2023, we manage our global infrastructure of servers through a global network of data centers. Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered through one or more data centers that support each particular area.
As of December 31, 2024 , we manage our global infrastructure of servers through a global network of data centers. Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered through one or more data centers that support each particular area.
Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients. In addition to the optimal performance of Criteo AI Engine, our business relies on the continued and uninterrupted performance of our software and hardware infrastructures.
Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients. Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures, including Criteo AI Engine.
Holder should consult its advisors regarding the potential application of these rules to an investment in our ADSs.
Holder should consult its advisors regarding the potential application of these rules to an investment in our ADSs. 36
The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI, Information Retrieval and Privacy Preserving Machine Learning. 7 The Criteo AI Engine The Criteo AI Engine is our software and hardware highly scalable AI infrastructure.
The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI, Information Retrieval and Privacy Preserving Machine Learning. The Criteo AI Engine The Criteo AI Engine is our proprietary software and hardware highly scalable AI infrastructure.
Since the ADSs were sold at our initial public offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as $60.95 through December 31, 2023.
Since the ADSs were sold at our initial public offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $ 5 .89 and as high as $60.95 through December 31, 2024 .
Retail Media assists retailers in generating high-margin advertising revenues from brands and agencies looking to address multiple marketing goals with strong ROAS, and to drive sales for themselves, by monetizing their audiences through personalized ads, either on their own digital store (also called "onsite") or on media owner properties on the open Internet (also called "offsite").
Retail Media assists retailers in generating high-margin advertising revenues from brands and agencies looking to address multiple marketing goals with strong return on ad spend (ROAS), and to drive sales for themselves, by monetizing their audiences through personalized ads, either on their own digital store (also called "onsite") or on media owner properties on the open Internet (also called "offsite").
Our future success also depends on the continued service of our senior management team. As a global team heading a global company, our management team must operate and collaborate across multiple physical locations and geographies, which can make coordinated management more challenging.
Our future success also depends on the continued service of our senior management team. As a global team heading a global company, our management team must operate and collaborate across multiple geographies, which can make coordinated management more challenging.
Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology offering to our clients.
Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology offering to our clients.
Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publishers, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.
Sustained or repeated system failures of our, or our third-party providers’, software or hardware infrastructures (such as massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers’ responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publisher and retail partners, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.
The architecture and processing capabilities of this technology have been designed to match the massive computational needs and complexity of our algorithms in real time. This technology enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure.
The architecture and processing capabilities of this technology have been designed to match the m assive computational needs and complexity of our algorithms in real time. This technology enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure.
On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 220 retailers, as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets.
On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 225 retailers, as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets.
The failure by Criteo AI Engine to accurately predict engagement by users and maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.
The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.
In addition, our ability to collect and use data may be restricted or prevented by a number of other factors, including: • the failure of our, or our clients’, network, hardware, or software systems; • our inability to grow our client and publisher base in new industry verticals and geographic markets in order to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally in such new industry verticals or geographic markets; • malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients and publishers; and • interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a competitive market subject to close legal and regulatory scrutiny.
In addition, our ability to collect and use data may be restricted or prevented by other factors, including: • failure of our, or our clients’, network, hardware, or software systems; • our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally; 23 • malicious traffic (such as non-human traffic) that introduces “noise” in the information that we collect from clients and publishers and retailer partners; and • interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a highly competitive market subject to close legal and regulatory scrutiny.
These provisions include, but are not limited to, the following: • our ordinary shares are in registered form only and we must be notified of any transfer of our shares in order for such transfer to be validly registered; • under French law, certain investments in any entity governed by a French law relating to certain strategic industries and activities (such as data processing, transmission or storage activities) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-French Residents" in Item 5 to Part II in this Form 10-K); • provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the EU and will therefore not be applicable to us; • a merger (i.e., in a French law context, a stock-for-stock exchange following which our Company would be dissolved into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into a company incorporated outside of the EU would require the unanimous approval of our shareholders; • a merger of our Company into a company incorporated in the EU would require the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant extraordinary shareholders' meeting; • under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; and • our shareholders have preferential subscription rights proportionally to their shareholding in our Company on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder. 34 You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.
These provisions include, but are not limited to, the following: • our ordinary shares are in registered form only and we must be notified of any transfer of our shares for such transfer to be validly registered; • under French law, certain investments in any entity governed by a French law relating to certain strategic industries and activities (such as data processing, transmission or storage activities) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non- French Residents" in Item 5 to Part II in this Form 10-K); • provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the EU and will therefore not be applicable to us; • a merger (i.e., in a French law context, a stock-for-stock exchange in which our Company would be dissolved into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into a company incorporated outside of the EU would require the unanimous approval of our shareholders; • a merger of our Company into a company incorporated in the EU would require the approval of our board of directors as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant extraordinary shareholders' meeting; • under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; and • our shareholders have preferential subscription rights proportionate to their shareholding on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.
The Criteo AI Lab The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 140 engineers and researchers who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies.
The Criteo AI Lab The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 140 engineers, researchers and data scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies.
Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine. 19 In addition, we have experienced significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver.
Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine. In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver.
This means that inventory purchased for Criteo Marketing Solutions is paid to the publisher irrespective of whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.
This means that inventory purchased for Performance Media solutions is paid to the publisher irrespective of whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.
For additional information regarding our segments, refer to Note 3, Segment information, in the Consolidated Financial Statements in this Form 10-K . Our Competitive Strengths Criteo First-Party Media Network Our First-Party Media Network is a key pillar of our addressability strategy and represents the combination of our unique data and media assets.
For additional information regarding our segments, refer to Note 4 , Segment information, in the Consolidated Financial Statements in this Form 10-K . Our Competitive Strengths Criteo First-Party Media Network Our First-Party Media Network is a key pillar of our hybrid addressability strategy and represents the combination of our unique data and media assets.
The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent.
The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given consent.
Other negative consequences from experiencing such issues in Criteo AI Engine could include: • a loss of clients and publishers or a decrease in inventory purchased by clients; • fewer consumer visits to our client websites or mobile applications; • faulty inventory purchase decisions, resulting in lower profitability per impression, up to an including negative margins, for which we may need to bear the cost; • lower return on advertising spend for our clients; • lower price for the advertising inventory we can offer to publishers; • delivery of advertisements that are less relevant or irrelevant to users, resulting in lower click-through rates or conversion rates; • being blocked by internet service providers or regulators; • refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business and potential liability for damages or regulatory inquiries or lawsuits; and • negative publicity or harm to our reputation.
Other negative consequences from experiencing such issues could include: • a loss of clients and publishers or a decrease in inventory purchased by clients; • fewer consumer visits to our client websites or mobile applications; • faulty inventory purchase decisions, resulting in lower profitability per impression, up to and including negative margins , for which we may need to bear the cost; • lower return on advertising spend for our clients; • lower price for the advertising inventory we can offer to publishers; • delivery of less relevant or irrelevant advertisements, resulting in lower click-through or conversion rates; • being blocked by internet service providers or regulators; • refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business and potential liability for damages or regulatory inquiries or lawsuits; and • negative publicity or harm to our reputation.
Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we may not have adequate patent or copyright protection for certain innovations that later turn out to be important.
Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we may not have adequate legal protection for certain innovations or geographies that later turn out to be important.
If we fail to retain any of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an increase in business from existing clients, our revenues within local markets or specific solutions may be negatively impacted.
If we fail to retain any of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an increase in business from existing clients, our revenues within certain markets or solutions may be negatively impacted.
We believe the following trends are relevant in assessing our current and future business: Ecommerce is Booming : According to eMarketer, global retail ecommerce penetration is expected to grow to 23% in 2027, up from 19% in 2023. Ecommerce growth creates more advertising inventory in places where commerce audiences are, and it increases our ability to attract more ad spend.
We believe the following trends are relevant in assessing our current and future business: Ecommerce is Booming: According to eMarketer, global retail ecommerce penetration is expected to grow to 23% in 2027, up from 20% in 2024. Ecommerce growth creates more advertising inventory in places where commerce audiences are, and it increases our ability to attract more ad spend.
The rights of shareholders and the responsibilities of members of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions.
The rights of shareholders and the responsibilities of our board of directors are in many ways different from the rights and obligations of shareholders in companies governed by U.S. laws.
In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately 90%. Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on our clients' digital properties in the year ended December 3 1, 2023.
In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately 90%. Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on our clients' digital properties in the year ended December 31, 2024 .
We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability. Because our functional currency is the euro, while our reporting currency is the U.S. dollar, we face exposure to fluctuations in foreign currency exchange rates.
We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability. Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face exposure to fluctuations in foreign currency exchange rates.
Similarly, advancements in machine learning approaches and other technology may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement.
Similarly, advancements in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement.
The trading price of the ADSs depends on a number of factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.
The trading price of the ADSs depends on several factors, including those described in this “Risk Factors” section, many of which are beyond our control and may not be related to our operating performance.
It is the powerful combination of our network of direct relationships with media owners, including retailers, together with our Buyer Index dataset focused on commerce and shoppers that powers Criteo's First-Party Media Network. Our First-Party Media Network enables consented data to interoperate across marketers and, media owners to engage addressable consumers on a one-to-one basis.
It is the powerful output of our network of direct relationships with media owners, including retailers, together with our dataset focused on commerce and shoppers that powers Criteo's First-Party Media Network. Our First-Party Media Network enables consented data to interoperate across marketers and, media owners to engage addressable consumers on a one-to-one basis.
The effective delivery of certain of our digital advertising solutions depends on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend.
The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend.
Any acquisition or investment may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results.
Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results.
Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) a statement as to the manner in which instructions may be given by the holders.
Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) a statement on the manner that instructions may be given by the holders.
Our technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for our brand, retailer and media owner clients.
Our technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for our advertiser, retailer and media owner clients.
Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could.
Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex IP litigation to a greater degree and for longer periods of time than we could.
Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on ove r 4.2 billion products or services across 3,700 product categories, including pricing, images and descriptions.
Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on over 4.5 billion products or services across 3,700 product categories, including pricing, images and descriptions.
Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party provider without adequate notice, and malicious human acts, including hacking, computer viruses, malware/ransomware and other security breaches.
Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party provider earlier than initially scheduled, and malicious human acts, including hacking, computer viruses, malware/ ransomware and other security breaches.
Large and established internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
Certain internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us.
The accuracy of our algorithms improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions. 1 Industry Trends We operate in commerce media, the fourth wave in digital advertising after display, search and social, leveraging our performance assets along with our Retail Media expertise to deliver impactful ads and reach consumers throughout their shopping journey, when they are the most willing to purchase.
The accuracy of our algorithms improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions. 1 Source: McKinsey, Magna Global, eMarketer, GroupM 2 Industry Trends We operate in commerce media, the fourth wave in digital advertising after display, search and social, leveraging our performance assets along with our Retail Media expertise to deliver impactful ads and reach consumers throughout their shopping journey, when they are the most willing to purchase.
A wide variety of machine learning and deep models power the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to shopper conversion. Lookalikes finder algorithms create and activate audiences built out of shopping insights derived from Criteo unique shopper data.
A combination of deep machine learning and Generative AI models power the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to shopper conversion. Lookalikes finder models create and activate audiences built out of shopping insights derived from Criteo unique shopper data.
In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry. Our products embed open source software. There may be vulnerabilities in open source software that may make our products susceptible to cyberattacks. We rely on cloud storage providers.
In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry. Our products embed open source software, which could be subject to vulnerabilities that may make our products susceptible to cyber-attacks. We rely on cloud storage providers.
Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publishers could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.
Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur security compliance teams perform third-party risk assessments, respond to client inquiries about security, help the business to manage our security controls, and translate our external requirements into policies, standards, and actions for the rest of our business. Various parts of our team also participate in risks assessments during project kick-offs.
Biggest changeOur technical security teams also invest in building new tools and integrating solutions to improve our security posture on an ongoing basis. 37 Our security compliance teams perform third-party risk assessments , respond to client inquiries about security, help the business to manage our security controls, and translate our external requirements into policies, standards, and actions for the rest of our business.
To accomplish this, we use a mix of our internal expertise and external third-party expertise, as needed, to audit ourselves against industry standards, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, International Organization Standardization 27001 Information Security Management System Requirements (“ISO27001”) and the American Institute of Certified Public Accountants’ Service Organization Control Type 2 (“AICPA SOC 2”).
To accomplish this, we use a mix of our internal expertise and external third- party expertise, as needed, to audit ourselves against industry standards, such as the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework, International Organization for Standardization 27001 Information Security Management System Requirements (“ISO27001”) and the American Institute of Certified Public Accountants’ Service Organization Control Type 2 (“AICPA SOC 2”).
Our security program is led by our Chief Information Security Officer (“CISO”), who reports directly to our Chief Technology Officer (“CTO”), who is responsible for managing cybersecurity risks as well as protecting our networks and systems. Our CISO has extensive information technology and program management experience, and has served many years in our corporate information security organization.
Our security program is led by our Chief Information Security Officer (“CISO”) , who reports directly to our Chief Technology Officer (“CTO”), who is responsible for managing cybersecurity risks as well as protecting our products, networks and systems. Our CISO has extensive information technology and program management experience and has served many years in our corporate information security organization.
We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. 40 For more information regarding the risks we face from cybersecurity threats, please see “Item 1A.
We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see “Item 1A.
As a member of both the GRCC and the ISC, the CISO briefs the Audit Committee on the information security program, major risks and any cybersecurity incidents, typically at least annually. Additionally, cybersecurity risks are reported to the Board of Directors, at least annually, as part of Criteo’s enterprise risk mapping (“ERM”) program.
As a member of the GRCC, the CISO briefs the Audit Committee on the information security program, major risks and any cybersecurity incidents, typically at least annually. Additionally, cybersecurity risks are reported to the Board of Directors, at least annually, as part of Criteo’s enterprise risk mapping (“ERM”) program.
Criteo assesses and manages its cybersecurity risks in part through executive committees. The Governance Risk and Compliance Committee (the “GRCC”), composed of the CISO and certain members of our executive and leadership teams, meets several times a year to discuss strategic information security matters including the security program, major risks and incidents and significant key performance indicators (“KPIs”).
The GRCC is composed of the CISO and certain members of our executive and leadership teams, and meets several times a year to discuss strategic information security matters including the security program, major risks and incidents and significant key performance indicators (“KPIs”).
Governance Our Board of Directors is primarily responsible for the oversight of our risk management activities and has delegated to the Audit Committee the responsibility to assist in this task. 39 The Audit Committee regularly reviews and discusses with management and, as appropriate, the Company’s auditors, the Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s data privacy and cybersecurity risk exposures and the steps taken to monitor and manage those exposures.
The Audit Committee regularly reviews and discusses with management and, as appropriate, the Company’s auditors, the Company’s guidelines and policies with respect to risk assessment and risk management, including the Company’s data privacy and cybersecurity risk exposures and the steps taken to monitor and manage those exposures.
Our CISO manages our security organization, which is composed of dedicated teams of experts in security engineering, incident response, compliance, and software development.
Our CISO manages our security organization, which is composed of dedicated teams of experts in security engineering, incident response, compliance, and software development. Governance Our Board of Directors is primarily responsible for the oversight of our risk management activities and has delegated to the Audit Committee the responsibility to assist in this task.
Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive testing to detect vulnerabilities and respond. Our technical security teams also build new tools and solutions in an effort to improve our security posture on an ongoing basis.
For instance, the team provides mandatory cybersecurity awareness training for all employees and a recurring phishing campaign. Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive testing to detect vulnerabilities and respond.
Removed
The Information Security Committee (the “ISC”), a security-focused governance body including senior managers across the Company on information security activities, meets regularly to receive updates on KPIs and to review relevant standards and policies.
Added
Criteo assesses and manages its cybersecurity risks in part through an executive committee referred to as t he Governance Risk and Compliance Committee (the “GRCC”).
Added
Various parts of our team also participate in risks assessments during project kick-offs.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement expiring in March 2031. In addition, we had 29 offices in 17 countries as of December 31, 2023. We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S.
Biggest changeItem 2. Properties Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement expiring in March 2031. In addition, we had 23 offices in 16 countries as of December 31, 2024 . We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2023: Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1 to 31, 2023 88,865 $ 28.86 88,865 $ 144,170,852 November 1 to 30, 2023 318,322 $ 24.16 318,322 136,427,582 December 1 to 31, 2023 474,546 $ 24.91 474,546 124,601,156 Total 881,733 881,733 — (1) In October 2021, the board of directors approved an extension of the long-term share repurchase program of up to $175 million of the Company's outstanding American Depositary Shares, and in February 2024, the board of directors further extended this long-term share repurchase program to a total of $630 million.
Biggest changeThe following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2024 : Period Total Number of Shares Purchased (1) Average Price Paid per Share (2) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1) Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1) October 1 to 31, 2024 276,938 $ 40.14 276,938 $ 100,188,265 November 1 to 30, 2024 760,946 $ 38.93 760,946 $ 70,556,272 December 1 to 31, 2024 641,546 $ 41.07 641,546 $ 44,204,075 Total 1,679,430 1,679,430 — (1) In February 2024, the board of directors approved an extension of the long-term share repurchase program of up to $150 million of the Company's outstanding American Depositary Shares to a total of $630 million.
Holders subject to special rules, such as: • certain banks and other financial institutions; • dealers in securities or currencies; • traders that elect to use a mark-to-market method of accounting; • persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares; • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; • entities or arrangements classified as partnerships for U.S. federal income tax purposes; • insurance companies; • pension plans; • cooperatives; • regulated investment companies; • real estate investment trusts; • tax-exempt entities, including private foundations and “individual retirement accounts” or “Roth IRAs”; • certain former U.S. citizens or long-term residents; • persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; 48 • persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code; • persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or • persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
Holders subject to special rules, such as: • certain banks and other financial institutions; • dealers in securities or currencies; • traders that elect to use a mark-to-market method of accounting; • persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or ordinary shares; • persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar; • entities or arrangements classified as partnerships for U.S. federal income tax purposes; • insurance companies; • pension plans; • cooperatives; • regulated investment companies; • real estate investment trusts; • tax-exempt entities, including private foundations and “individual retirement accounts” or “Roth IRAs”; • certain former U.S. citizens or long-term residents; • persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as compensation; 45 • persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code; • persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or • persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
Holder who would be a U.S. tax resident. However, based on the above domestic provisions and considering that Criteo SA is an operating company, the owning of ADSs or ordinary shares should not be subject to real estate wealth tax.
Holder who would be a U.S. tax resident. However, based on the above domestic provisions and considering that Criteo S.A. is an operating company, the owning of ADSs or ordinary shares should not be subject to real estate wealth tax.
Gift and Inheritance Tax Generally, under French tax law, the following assets are subject to gift and inheritance tax: • all movable or immovable property located in France or outside France when the donor or the deceased had his or her tax residence in France within the meaning of Article 4 B of the FTC; • movable or immovable property located in France (including French real estate assets held indirectly), when the donor or the deceased is not domiciled for tax purposes in France; 47 • movable and immovable property located in France or outside France received from a donor or deceased domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years preceding the year in which he or she receives the property.
Gift and Inheritance Tax Generally, under French tax law, the following assets are subject to gift and inheritance tax: • all movable or immovable property located in France or outside France when the donor or the deceased had his or her tax residence in France within the meaning of Article 4 B of the FTC; • movable or immovable property located in France (including French real estate assets held indirectly), when the donor or the deceased is not domiciled for tax purposes in France; 44 • movable and immovable property located in France or outside France received from a donor or deceased domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years preceding the year in which he or she receives the property.
Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC. 51 In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S. federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC provides the information necessary for such election to be made.
Holder will not be required to take into account the mark-to-market income or loss described above during any period that we are not classified as a PFIC. 48 In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S. federal income tax purposes may make a “qualified electing fund” (“QEF”) election with respect to such PFIC, if the PFIC provides the information necessary for such election to be made.
Registration Duties In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%. 45 Ownership Consequences Taxation of Dividends Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 25% or 12.8% for individuals.
Registration Duties In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%. 42 Ownership Consequences Taxation of Dividends Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a rate of 25% for corporations or 12.8% for individuals.
Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2022 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years. U.S.
Further, as discussed below under “PFIC Rules”, although there can be no assurance that we will or will not be considered a PFIC for any taxable year, we believe we were not a PFIC for our 2024 taxable year and we do not anticipate that we will be a PFIC in the current and future taxable years. U.S.
If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute a return of capital to the extent of the U.S. Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction thereof. 49 To the extent such excess exceeds a U.S.
If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute a return of capital to the extent of the U.S. Holder’s tax basis in its ADSs or ordinary shares and will result in a reduction thereof. 46 To the extent such excess exceeds a U.S.
Criteo SA is not expected to meet this standard. Pursuant to these provisions, capital gain resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this shareholder. U.S.
Criteo S.A. is not expected to meet this standard. Pursuant to these provisions, capital gain resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this shareholder. U.S.
Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not exceed the cap provided in the Treaty ( i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends paid to those U.S. holders, as opposed to the rate provided under the Treaty. 46 Wealth Tax As from January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non-French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros.
Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not exceed the cap provided in the Treaty ( i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends paid to those U.S. holders, as opposed to the rate provided under the Treaty. 43 Wealth Tax Since January 1, 2018, French wealth tax ( impôt de solidarité sur la fortune ) has been replaced by the real estate wealth tax ( impôt sur la fortune immobilière ) which applies to French tax residents on their worldwide real estate assets and non- French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal entities, and whose net taxable assets amount to at least 1,300,000 euros on January 1 st .
U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN THEIR PARTICULAR CIRCUMSTANCES. 52
U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN THEIR PARTICULAR CIRCUMSTANCES. 49
The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear. 50 Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2023, and we do not expect to be a PFIC in the current taxable year or the foreseeable future.
The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear. 47 Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2024 , and we do not expect to be a PFIC in the current taxable year or the foreseeable future.
Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 12.8%, 25% in 2023, or 75% if paid in a non-cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S.
Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at the rate of 12.8% for individuals, 25% for corporations in 2024, or 75% if paid in a non- cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We spent $125 million on ADS repurchases in 2023, and we extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an increased amount of up to $630 million in February 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an increased amount of up to $630 million in February 2024. During 2024 , we spent $225 million on ADS repurchases.
(2) Average price paid per share excludes any broker commissions paid. Recent Sales of Unregistered Securities and Use of Proceeds There were no unregistered sales of equity securities during 2023.
(2) Weighted average price paid per share excludes any broker commissions paid. Recent Sales of Unregistered Securities and Use of Proceeds There were no unregistered sales of equity securities during 2024 .
Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities. 44 This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France.
This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their functional currency, that are entitled to treaty benefits under the “Limitation on Benefits” provision contained in the tax treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the securities is not effectively connected to a permanent establishment or a fixed base in France. 41 Certain U.S.
Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments, be handled by an accredited intermediary.
Laws and regulations concerning foreign exchange controls do, however, require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments, be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are accredited intermediaries.
Holders As of January 31, 2024, there were 36 holders of record of our ordinary shares and 125 participants in DTC that held our ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.
Holders As of January 31, 2025 , there we r e 32 holders of record of our ordinary shares and 223 p articipants in DTC that held our ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees.
All registered banks and substantially all credit institutions in France are accredited intermediaries. 43 Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French residents or non-French shareholders to own and vote shares.
However, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France ) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.
However, (a) any non-French citizen, (b) any French citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned persons or entities may have to file a declaration for statistical purposes with the Bank of France ( Banque de France ) within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs. 40 In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold.
The returns shown are based on historical results and are not intended to suggest future performance. 42 The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.
The foregoing performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing. 39 Dividends We have never declared or paid any cash dividends on our ordinary shares.
The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2018 to December 31, 2023.
The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) from December 31, 2019 to December 31, 2024 . The returns shown are based on historical results and are not intended to suggest future performance.
In addition, under the General RCF, we may not declare, make or pay dividends if our net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.
Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement. In addition, under the General RCF, we may not declare, make or pay dividends if our net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.
Dividends We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth.
We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth. Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings.
Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above and purchasers of Criteo's securities in 2022 should not be subject to the tax on financial transactions.
Moreover, Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in the future. Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above and purchasers of Criteo's securities in 2024 should not be subject to the tax on financial transactions.
A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities. Pursuant to Regulations BOI‑ANNX‑000467‑20211229 issued on December 29, 2021, Criteo is currently not included in such list.
The above mentioned rate will increase to 0.4% upon enactment of the French finance law for 2025. A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities.
Please note that such list may be updated from time to time, or may not be published anymore in the future. Moreover, Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in the future.
Pursuant to Regulations BOI‑ANNX‑000467‑20241223 issued on December 23, 2024, Criteo is currently not included in such list. Please note that such list may be updated from time to time, or may not be published anymore in the future.
Removed
Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement.
Added
Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the specific tax consequences of acquiring, owning and disposing of securities.
Removed
In particular, such filings are required in connection with investments exceeding €15,000,000 that lead to the acquisition of at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 80 We are mainly exposed to changes of foreign currency exchange rate fluctuations. For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on our net income, please see "Item 7.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk We are mainly exposed to changes of foreign currency exchange rate fluctuations. 77 For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on our net income, please see "Item 7.

Other CRTO 10-K year-over-year comparisons