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What changed in Criteo S.A.'s 10-K2024 vs 2025

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Paragraph-level year-over-year comparison of Criteo S.A.'s 2024 and 2025 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 2025 report.

+39 added39 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in Criteo S.A.'s 2025 10-K

39 paragraphs added · 39 removed · 36 edited across 4 sections

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe CISO helps maintain a comprehensive security program that serves as a governance framework for information security at Criteo, supports the business goals of the company and details, across problem spaces and security core functions, the various initiatives, their scope, the associated risks and weaknesses, the roadmap and the current progress.
Biggest changeThe 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. 43 The CISO helps maintain a comprehensive security program that serves as a governance framework for information security at Criteo, supports the business goals of the company and details, across problem spaces and security core functions, the various initiatives, their scope, the associated risks and weaknesses, the roadmap and the current progress.
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 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 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.
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.
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, at least annually, as part of Criteo’s enterprise risk mapping (“ERM”) program.
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.
For instance, the team provides mandatory cybersecurity awareness training for all employees and a recurring phishing simulation campaign. Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive testing to detect vulnerabilities and respond.
Risk Factors Risks Related to Data Privacy, Intellectual Property and Cybersecurity.”
Risk Factors Risks Related to Data Privacy, Intellectual Property and Cybersecurity.” 44
Our 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.
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. Various parts of our team also participate in risks assessments during project kick-offs.
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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.
Added
Our technical security teams also invest in building new tools and integrating solutions to improve our security posture on an ongoing basis.
Removed
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 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.
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 26 offices in 19 countries as of December 31, 2025 . We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S.
(Texas, Virginia), France, the Netherlands, Singapore and Japan. The properties are used by each of our segments. We believe that our facilities are adequate for our current needs.
(Texas, Virginia), France, the Netherlands, Singapore and Japan. The properties are used by both of our segments. We believe that our facilities are adequate for our current needs.

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 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.
Biggest changeThe following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2025 : Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs October 1 to 31, 2025 78,008 $ 22.46 78,008 $ 102,007,742 November 1 to 30, 2025 630,000 $ 21.57 630,000 $ 88,410,174 December 1 to 31, 2025 1,041,808 $ 20.41 1,041,808 $ 67,139,720 Total 1,749,816 1,749,816 (1) Weighted average price paid per share excludes any broker commissions paid.
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.
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; 52 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.
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 .
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. 50 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 .
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.
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. 48 Certain U.S.
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.
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; 51 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.
Further, any investment (i) by (a) an 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, (ii) that will result in the relevant investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices, data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.
Further, any investment (i) by (a) an 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, (ii) that will result in the relevant investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25% threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices, data storage and IT systems) and research and development related to critical technologies (such as AI and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be conditioned on certain undertakings.
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.
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. 55 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.
This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities. ADS Performance Graph The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities. ADS Performance Graph The following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index.
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.
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 2025 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. 46 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. 53 To the extent such excess exceeds a U.S.
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
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. 56
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.
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. 54 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, 2025 , and we do not expect to be a PFIC in the current taxable year or the foreseeable future.
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.
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 EU or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the rate of 0.1%. 49 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.
Purchasing Consequences Financial Transactions Tax Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer’s market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.
Purchasing Consequences Financial Transactions Tax Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed on a regulated market of the EU or an exchange formally acknowledged by the French Financial Market Authority ("AMF") are subject to a 0.4% French tax on financial transactions provided that the issuer’s market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.
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.
Moreover, Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowled ged 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 2025 should not be subject to the tax on financial transactions.
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.
Holder that has not filed the Form 5000 before the dividend payment date will be subject to French withholding tax at a rate which is currently 12.8% for individual s, 25% for corporations, or 75% if paid in a non- cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S.
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.
Pursuant to Regulations BOI‑ANNX‑000467 issued on December 17, 2025, 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.
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.
The above mentioned rate amounted to 0.3% until April 1, 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.
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.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers On January 31, 2025 the Board extended our previously authorized share repurchase program of up to $630.0 million of outstanding ADS to an increased amount of up to $805.0 million in January 2025. During 2025 , we spent $152 million on ADS repurchases.
Exchange Controls & Ownership by Non-French Residents Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries.
Recent Sales of Unregistered Securities and Use of Proceeds There were no unregistered sales of equity securities during 2025 . Exchange Controls & Ownership by Non-French Residents Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that we may remit to residents of foreign countries.
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.
Holders As of January 31, 2026 , t here were 32 holders of record of our ordinary shares and 183 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.
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 returns shown are based on historical results and are not intended to suggest future performance . 46 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.
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.
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 ) 47 within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.
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.
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, 2020 to December 31, 2025 .
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.
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.
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.
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.
Removed
(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 .
Added
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
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 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.
Biggest changeItem 7A. Quantitative and Qualitative Disclosures About Market Risk 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.
Management's Discussion and Analysis of Financial Condition and Results of Operations B. Liquidity and Capital Resources" in this Form 10-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations B. Liquidity and Capital Resources" in this Form 10-K. 82

Other CRTO 10-K year-over-year comparisons