Criteo S.A. - Proxy Solicitation & Information Statement 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material under §240.14a‑12

Criteo S.A.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x	No fee required.
o	Fee paid previously with preliminary materials.
o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Letter to Our Shareholders

Dear Fellow Shareholders,

As I reflect on my first year as CEO, I am confident in the direction we are taking and the role Criteo can play in the future of

our industry. While 2025 did not unfold as we initially expected, we delivered solid operational performance and, more

importantly, made meaningful progress in positioning Criteo for long term growth.

We made deliberate choices this year. We sharpened our focus, aligned our organization more tightly around execution, and

continued to invest behind the areas where we see the greatest potential to create durable value. At the center of this is our

strategic ambition to position Criteo as a leader in commerce intelligence, powered by AI driven decisioning, with clear

priorities to lead in agentic AI, scale our performance engine, and advance our leadership in Retail Media.

Reinforcing our Foundations

In 2025, we refined our operating model to enhance execution, increase accountability, and better align our resources with our

highest value opportunities. These changes are already enabling us to move faster, innovate more effectively, and serve our

clients with greater impact.

In Performance Media, we see a meaningful runway for growth. We are reenergizing this business through a more focused

approach centered on scaling self service capabilities, expanding cross channel activation, and extending performance

solutions further up the funnel. As consumer journeys become less linear and more dynamic, advertisers are increasingly

looking for unified solutions that can drive measurable outcomes across the full path to purchase. Our early progress across

these priorities reinforces our confidence that Performance Media will remain a durable and growing contributor to our

business.

In Retail Media, we continue to build on our position as a global leader in one of the fastest growing segments of digital

advertising. With 235 leading retail partners worldwide, our focus is on unlocking greater demand by enabling broader

advertiser budgets, scaling newly launched formats, and bringing more conversational and intelligent experiences to retail

environments. While we experienced the impact of specific client changes this year, the underlying trends in the business are

robust, and we see clear opportunities to accelerate over time.

Leading in Commerce Intelligence and Orchestration

Our industry is evolving quickly. AI is reshaping how consumers discover, evaluate, and purchase products, and how

companies connect with them. The rise of AI powered assistants and agentic systems is introducing a new discovery layer that

complements existing channels. This shift is accelerating fragmentation while increasing the importance of relevance, trust,

and high quality data. In this environment, the ability to orchestrate decisions in real time across multiple touchpoints becomes

critical.

Powered by a unique commerce data foundation with visibility into over $1 trillion in ecommerce transactions annually and

reach across billions of users, products, and interactions, Criteo is well positioned to lead in this new paradigm. Our

differentiated data, scaled AI capabilities, and deep integrations across the commerce ecosystem allow us to act as a

decisioning and orchestration layer for marketers and retailers. This is a natural extension of what we have built, while

expanding our ambition.

We have invested early in the infrastructure required to support agentic AI use cases, including Model Context Protocol

capabilities that enable external agents to interact with Criteo in new ways, driving more dynamic demand creation, activation,

and optimization. We are also developing new conversational shopping experiences, including conversational ads and

sponsored recommendations within retailer agents.

Our role as the first partner to integrate with OpenAI’s advertising offering reflects how we are leaning into this transformation.

It highlights both the strength of our assets and our ambition to help shape how commerce operates in an AI driven world.

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Capital Discipline and Shareholder Value

Delivering shareholder value is a top priority. In 2025, we repurchased 5.4 million shares for $152 million, and our Board of

Directors increased our remaining share buyback authorization to up to $200 million in February 2026. These actions reflect

our confidence in the strength and resilience of our business, and our disciplined approach to capital allocation, balancing

investment in growth with returns to shareholders.

We also took a meaningful step to simplify the company through our plan to redomicile Criteo to Luxembourg and directly list

our ordinary shares on Nasdaq, which was approved with overwhelming shareholder support on February 27, 2026. We are

confident this transaction will streamline our corporate structure, broaden our shareholder base, and enhance our financial and

strategic flexibility. Put simply, it makes Criteo easier to understand, easier to invest in, and better positioned for the future.

Looking ahead

We enter 2026 with a clear strategy and a strong focus on execution.

Commerce is becoming more dynamic, more data driven, and more dependent on real time decisioning. The companies that

can orchestrate that complexity at scale will define the next phase of our industry. We are confident Criteo will play a leading

role in shaping that next phase.

We will continue to invest in innovation, operate with discipline, and focus on delivering measurable results for our clients and

long term value for our shareholders.

On behalf of the Board of Directors and our senior leadership team, I would like to thank you for your continued trust and

investment in Criteo.

Sincerely,

Michael Komasinski

Chief Executive Officer

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Notice of 2026 Annual General Meeting of Shareholders

To Our Shareholders:

What: — When:	Our 2026 Annual Combined General Meeting of Shareholders (the “Annual General Meeting”) — June 29, 2026 at 5:00 p.m., local time
Where:	32 Rue Blanche, 75009 Paris, France
Why:	At this Annual General Meeting, shareholders of Criteo S.A. (the “Company”) will be asked to:
	Resolutions within the authority of the Ordinary Shareholders’ Meeting		Board Recommendation
	1.	Renew the term of office of Mr. Michael Komasinski as Director,	FOR
	2.	Renew the term of office of Ms. Marie Lalleman as Director,	FOR
	3.	Renew of the term of office of Mr. Ernst Teunissen as Director,	FOR
	4.	Renew the term of office of Mr. Edmond Mesrobian as Director,	FOR
	5.	Non-binding advisory vote to approve the compensation for the named executive officers of the Company,	FOR
	6.	Approve the statutory financial statements for the fiscal year ended December 31, 2025,	FOR
	7.	Approve the consolidated financial statements for the fiscal year ended December 31, 2025,	FOR
	8.	Approve the allocation of results for the fiscal year ended December 31, 2025,	FOR
	9.	Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code),	FOR
	10.	Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,	FOR
	Resolutions within the authority of the Extraordinary Shareholders’ Meeting		Board Recommendation
	11.	Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,	FOR
	12.	Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code,	FOR
	13.	Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock,	FOR
	14.	Authorize the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights,	FOR

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15.	Approve the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 of this Shareholders' Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries),	FOR
16.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights,	FOR
17.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights,	FOR
18.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, through a public offering (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders’ preferential subscription rights,	FOR
19.	Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe'),	FOR
20.	Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without shareholders' preferential subscription rights,	FOR
21.	Approve the overall limits pursuant to Resolution 16 to 20 above, and	FOR
22.	Amend the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code.	FOR

We intend that this notice of the Annual General Meeting and accompanying proxy materials will be first

made available to you, as a holder of record of Criteo S.A. Ordinary Shares, on or about May 8, 2026. The Bank

of New York Mellon, as the depositary (the “Depositary”), or a broker, bank or other nominee will provide the proxy

materials to holders of American Depositary Shares (“ADSs”), each of which represents one Ordinary Share of the

Company.

If you are a holder of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026 , which is the record

date for the Annual General Meeting (the “ORD Record Date”), you will be eligible to vote on the items to be

presented at the Annual General Meeting. You may (i) vote in person at the Annual General Meeting, (ii) vote by

submitting your proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the Annual General

Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your partner with whom you have

entered into a civil union. You can change your vote by submitting another properly completed proxy card with a

later date (i) by the Annual General Meeting if you choose to (x) grant a proxy to the chairperson of the Annual

General Meeting or (y) grant a proxy to another shareholder, your spouse or a partner with whom you are in a civil

union, (ii) at any time prior to June 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the

Annual General Meeting and voting in person.

If you hold ADSs, you may instruct the Depositary, either directly or through your broker, bank or other

nominee, how to vote the Ordinary Shares underlying your ADSs. Please note that only holders of Ordinary

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Shares, and not ADS holders, are entitled to vote directly at the Annual General Meeting. The Depositary has

fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting instructions.

We have been informed by the Depositary that it has set the ADS record date for the Annual General Meeting as

of April 2, 2026 (the “ADS Record Date”). If you wish to have your votes cast at the meeting, you must obtain,

complete and timely return a voting instruction form from the Depositary, if you are a registered holder of ADSs, or

from your broker, bank or other nominee in accordance with any instructions provided therefrom.

Your vote is important. Please read the proxy statement and the accompanying materials. Whether or

not you plan to attend the Annual General Meeting, and no matter how many Ordinary Shares or ADSs you own,

please submit your proxy card or voting instruction form, as applicable, in accordance with the procedures

described above.

By order of the Board of Directors

Frederik van der Kooi
Chairperson of the Board of Directors

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TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS .................................	2
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING ...................................................	3
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE ......................................................	12
RESOLUTIONS 1 TO 4: ELECTION OF DIRECTORS ......................................................................	31
DIRECTOR COMPENSATION ...............................................................................................................	33
EXECUTIVE OFFICERS .........................................................................................................................	37
EXECUTIVE COMPENSATION .............................................................................................................	38
COMPENSATION DISCUSSION AND ANALYSIS ....................................................................	38
COMPENSATION COMMITTEE REPORT ................................................................................	65
COMPENSATION TABLES ...........................................................................................................	66
PAY RATIO DISCLOSURE ............................................................................................................	76
PAY VERSUS PERFORMANCE ..................................................................................................	77
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION ..............................................................................................................................	83
RESOLUTION 5: ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS ...........................................................................	84
RESOLUTION 6 TO 8: VOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION OF RESULTS ..............................................................................................................................	85
RESOLUTION 9: VOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE ..............................................................................	86
AUDIT COMMITTEE REPORT ..............................................................................................................	88
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM .......................................................	90
DELINQUENT SECTION 16(A) REPORTS .........................................................................................	91
OWNERSHIP OF SECURITIES .............................................................................................................	92
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS ....................................	95
RESOLUTION 10: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO EXECUTE A BUYBACK OF COMPANY STOCK ....................................................................................................................	97

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RESOLUTION 11: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE THE COMPANY’S SHARE CAPITAL BY CANCELING SHARES AS PART OF THE AUTHORIZATION TO BUY BACK SHARES .........................................................................	99
RESOLUTION 12: VOTE ON THE AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY CANCELING SHARES ACQUIRED PURSUANT TO PROVISIONS OF ARTICLE L. 225-208 OF THE FRENCH COMMERCIAL CODE .................................	100
RESOLUTION 13: VOTE ON THE DELEGATION OF AUTHORITY TO THE BOARD OF DIRECTORS TO REDUCE SHARE CAPITAL BY WAY OF A BUYBACK OF COMPANY STOCK FOLLOWING THE CANCELLATION OF REPURCHASED STOCK .........................................................................................................................................	101
EQUITY RESOLUTION INTRODUCTION ...........................................................................................	102
RESOLUTION 14: AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO GRANT OSAS (OPTIONS TO SUBSCRIBE FOR NEW ORDINARY SHARES) OR OAAS (OPTIONS TO PURCHASE ORDINARY SHARES) OF THE COMPANY TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES PURSUANT TO THE PROVISIONS OF ARTICLES L. 225-177 ET SEQ. OF THE FRENCH COMMERCIAL CODE WITHOUT SHAREHOLDERS' PREFERENTIAL SUBSCRIPTION RIGHTS ......................................	119
RESOLUTION 15: APPROVAL OF THE MAXIMUM NUMBER OF SHARES THAT MAY BE ISSUED OR ACQUIRED PURSUANT TO THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS BY THE 2024 ANNUAL GENERAL MEETING (TO GRANT TIME- BASED RESTRICTED STOCK UNITS AND PERFORMANCE- BASED RESTRICTED STOCK UNITS) AND PURSUANT TO RESOLUTION 14 HEREIN (TO GRANT OPTIONS TO PURCHASE OR TO SUBSCRIBE SHARES TO EMPLOYEES AND CORPORATE OFFICERS OF THE COMPANY AND EMPLOYEES OF ITS SUBSIDIARIES) .........................................................................................................................	120
RESOLUTIONS 16 to 21: FINANCIAL AUTHORIZATIONS ..............................................................	121
RESOLUTION 16: VOTE ON SHARE CAPITAL INCREASE THROUGH AN UNDERWRITTEN OFFERING, WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS .........................................................................	123
RESOLUTION 17: VOTE ON SHARE CAPITAL INCREASE, WHILE PRESERVING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS ......................................	125
RESOLUTION 18: VOTE ON SHARE CAPITAL INCREASE THROUGH A PUBLIC OFFERING, WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS .........................................................................	126
RESOLUTION 19: VOTE ON OVER-ALLOTMENT OPTION, AS PART OF A SHARE CAPITAL INCREASE PURSUANT TO THE DELEGATIONS IN RESOLUTIONS 16, 17 AND 18 (‘GREEN SHOE’) ..........................................................	128
RESOLUTION 20: VOTE ON SHARE CAPITAL INCREASE IN CONNECTION WITH A COMPANY SAVINGS PLAN (PLAN D’ÉPARGNE D’ENTREPRISE), WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS .........................................................................	129
RESOLUTION 21: VOTE ON THE OVERALL LIMITS PURSUANT TO RESOLUTIONS 16 TO 20 ..................................................................................................................................................	130

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RESOLUTION 22: VOTE ON THE AMENDMENT OF ARTICLE 19 OF THE COMPANY’S BY- LAWS (STATUS) RELATING TO SHAREHOLDERS MEETINGS IN ORDER TO COMPLY WITH NEW PROVISIONS OF THE FRENCH COMMERCIAL CODE ............	131
SHAREHOLDER RESOLUTIONS FOR THE 2027 ANNUAL MEETING OF SHAREHOLDERS ......................................................................................................................	132
INCORPORATION BY REFERENCE ....................................................................................................	132
OTHER MATTERS ...................................................................................................................................	133
IMPORTANT NOTICE REGARDING DELIVERY OF SHAREHOLDER DOCUMENTS .............................................................................................................................	134
ANNEX A: ENGLISH TRANSLATION OF FULL TEXT OF RESOLUTIONS TO BE VOTED ON AT THE ANNUAL GENERAL MEETING ..............................................	Annex A-1
ANNEX B: ENGLISH TRANSLATION OF FRENCH GAAP STATUTORY FINANCIAL STATEMENTS .......................................................................................................	Annex B-1
ANNEX C: ENGLISH TRANSLATION OF IFRS CONSOLIDATED FINANCIAL STATEMENTS .......................................................................................................	Annex C-1
ANNEX D: RECONCILIATION OF CASH FROM OPERATING ACTIVITIES TO FREE CASH FLOW ...........................................................................................................................................	Annex D-1
APPENDIX A: AMENDED 2016 STOCK OPTION PLAN ...................................................................	Appendix A-1
APPENDIX B: AMENDED AND RESTATED 2015 TIME-BASED RSU PLAN ...............................	Appendix B-1
APPENDIX C: AMENDED AND RESTATED 2015 PERFORMANCE-BASED RSU PLAN ...................................................................................................................................	Appendix C-1

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Criteo S.A.

32 Rue Blanche

75009 Paris, France

PROXY STATEMENT

FOR THE ANNUAL COMBINED GENERAL MEETING OF SHAREHOLDERS

To Be Held on June 29, 2026

The proxy statement and annual report are available at

http://criteo.investorroom.com/annuals

This proxy statement is being furnished to you by the Board of Directors of Criteo S.A. (the

“Company,” “Criteo,” “our,” “us,” or “we”) to solicit your proxy to vote your ordinary shares, nominal value

€0.025 per share (“Ordinary Shares”) at our 2026 Annual General Meeting of Shareholders (the “Annual

General Meeting”). The Annual General Meeting will be held on June 29, 2026 at 5:00 p.m., local time, at

32 Rue Blanche, 75009 Paris, France. We intend that this proxy statement and the accompanying proxy

card will be first made available on or about May 8, 2026 to holders of our Ordinary Shares at 12:00 a.m.,

Paris time, on June 22, 2026 (the “ORD Record Date”). The Bank of New York Mellon, as the depositary

(the “Depositary”), or a broker, bank or other nominee will provide the proxy materials to holders of

American Depositary Shares as of April 2, 2026 (the “ADS Record Date”), each representing one

Ordinary Share, nominal value €0.025 per share (“ADSs”).

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements and other statements that are not

historical facts and involve risks and uncertainties that could cause actual results to differ materially.

Factors that might cause or contribute to such differences include, but are not limited to: failure related to

our technology and our ability to innovate and respond to changes in technology, including our use and

expected use of AI, uncertainty regarding our ability to access a consistent supply of internet display

advertising inventory and expand access to such inventory, investments in new business opportunities

and the timing of these investments, whether the projected benefits of acquisitions or strategic

transactions, including the redomiciliation from France to Luxembourg (the “Conversion”) materialize as

expected, uncertainty regarding our international operations and expansion, including related to changes

in a specific country's or region's political or economic conditions or policies and related uncertainties

(such as the imposition and enforceability of tariffs), the impact of competition or client in-housing,

uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy

matters and the impact of efforts by other participants in our industry to comply therewith, our ability to

obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as

well as potential limitations in accessing data from third parties, failure to enhance our brand cost-

effectively, recent growth rates not being indicative of future growth, client flexibility to increase or

decrease spend, our ability to manage growth, potential fluctuations in operating results, our ability to

grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks

related to future opportunities and plans, including the uncertainty of expected future financial

performance and results, changes in general political, economic and competitive conditions and specific

market conditions, adverse changes in the advertising industry, changes in applicable laws or accounting

practices, the Conversion not being completed, the impact or outcome of any legal proceedings or

regulatory actions that may be instituted against us in connection with the Conversion, failure to list our

shares on Nasdaq following the Conversion or maintain our listing thereafter, inability to take advantage of

the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion, the

disruption of current plans and operations by the Conversion, the disruption to the Company's

relationships, including with employees, landowners, suppliers, lenders, partners, governments and

shareholders, the future financial performance of Criteo following the Conversion, including our

anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the

Conversion, inability to terminate the deposit agreement and withdraw our ordinary shares from the

depositary so as to terminate our ADS program in connection with the Conversion, difficulty in adapting to

operating under the laws of Luxembourg, following the completion of the Conversion, a delay or failure in

our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned

U.S. subsidiary for any reason, costs or taxes related to the Conversion, and those risks detailed from

time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports,

including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed

with the SEC on February 26, 2026 , and in subsequent Quarterly Reports on Form 10-Q as well as future

filings and reports by the Company. Importantly, at this time, macro-economic conditions including

inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's

business, financial condition, cash flow and results of operations.

Except as required by law, the Company undertakes no duty or obligation to update any forward-

looking statements contained in this proxy statement as a result of new information, future events,

changes in expectations or otherwise.

1 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The

number of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING

Who is entitled to vote at the Annual General Meeting?

As of March 31, 2026 , the Company had outstanding 50,098,139 1 ordinary shares (“Ordinary

Shares”), with a nominal value of EUR 0.025 per share (the “Nominal Value”), the majority of which were

represented by ADSs.

Holders of record of Ordinary Shares at 12:00 a.m., Paris time, on June 22, 2026 , which is the

record date for the Annual General Meeting (the “ORD Record Date”) will be eligible to vote on the items

to be presented at the Annual General Meeting. Holders of American Depositary Shares (“ADSs”)

registered in such holder’s name on the books of the Depositary as of the ADS Record Date may instruct

the Depositary to vote the Ordinary Shares underlying its ADSs, so long as the Depositary receives such

holder’s voting instructions by 12:00 p.m., Eastern Time, on June 23, 2026 . Holders of ADSs held through

a brokerage, bank or other account as of the ADS Record Date should follow the instructions that its

broker, bank or other nominee provides to vote the Ordinary Shares underlying its ADSs. The Depositary

has fixed a record date for the determination of holders of ADSs who shall be entitled to give such voting

instructions. We have been informed by the Depositary that it has set the ADS record date for the Annual

General Meeting as April 2, 2026 (the “ADS Record Date”).

What matters will be voted on at the Annual General Meeting and what are the Board of Directors’

voting recommendations?

There are 22 Resolutions scheduled to be considered and voted on at the Annual General

Meeting:

Resolutions within the authority of the Ordinary Shareholders’ Meeting		Board Recommendation
1.	Renew the term of office of Mr. Michael Komasinski as Director,	FOR
2.	Renew the term of office of Ms. Marie Lalleman as Director,	FOR
3.	Renew of the term of office of Mr. Ernst Teunissen as Director,	FOR
4.	Renew the term of office of Mr. Edmond Mesrobian as Director,	FOR
5.	Non-binding advisory vote to approve the compensation for the named executive officers of the Company,	FOR
6.	Approve the statutory financial statements for the fiscal year ended December 31, 2025,	FOR
7.	Approve the consolidated financial statements for the fiscal year ended December 31, 2025,	FOR
8.	Approve the allocation of results for the fiscal year ended December 31, 2025,	FOR
9.	Approve the Indemnification Agreement entered into between the Company and Ms. Stefanie Jay (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code),	FOR
10.	Authorize the Board of Directors to execute a buyback of Company stock in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,	FOR
Resolutions within the authority of the Extraordinary Shareholders’ Meeting		Board Recommendation
11.	Authorize the Board of Directors to reduce the Company’s share capital by canceling shares as part of the authorization to the Board of Directors allowing the Company to buy back its own shares in accordance with the provisions of Article L. 225-209-2 of the French Commercial Code,	FOR

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12.	Authorize the Board of Directors to reduce the Company’s share capital by canceling shares acquired by the Company in accordance with the provisions of Article L. 225-208 of the French Commercial Code,	FOR
13.	Delegate authority to the Board of Directors to reduce the share capital by way of a buyback of Company stock followed by the cancellation of the repurchased stock,	FOR
14.	Authorize the Board of Directors to grant OSAs (options to subscribe for new ordinary shares) or OAAs (options to purchase ordinary shares) of the Company to employees and corporate officers of the Company and employees of its subsidiaries pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code without shareholders' preferential subscription rights,	FOR
15.	Approve the maximum number of shares that may be issued or acquired pursuant to Resolution 15 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Time-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), Resolution 16 of the Shareholders’ Meeting dated June 25, 2024 (authorization to grant Performance-Based RSUs to employees and corporate officers of the Company and employees of its subsidiaries), and Resolution 14 of this Shareholders' Meeting (authorization to grant options to purchase or to subscribe shares to employees and corporate officers of the Company and employees of its subsidiaries),	FOR
16.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, for the benefit of a category of persons meeting predetermined criteria (underwriters), without shareholders’ preferential subscription rights,	FOR
17.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares or any securities giving access to the Company’s share capital, while preserving the shareholders’ preferential subscription rights,	FOR
18.	Delegate authority to the Board of Directors to increase the Company’s share capital by issuing ordinary shares, or any securities giving access to the Company’s share capital, through a public offering (excluding offers covered by paragraph 1 of article L. 411-2 of the French Monetary and Financial Code), without shareholders’ preferential subscription rights,	FOR
19.	Delegate authority to the Board of Directors to increase the number of securities to be issued as a result of a share capital increase with or without preserving shareholders' preferential subscription rights pursuant to Resolutions 16, 17 and 18 above ('green shoe'),	FOR
20.	Delegate authority to the Board of Directors to increase the Company’s share capital by way of issuing shares and securities giving access to the Company’s share capital for the benefit of members of a Company savings plan (plan d'épargne d’entreprise), without shareholders' preferential subscription rights,	FOR
21.	Approve the overall limits pursuant to Resolution 16 to 20 above, and	FOR
22.	Amend the fifth paragraph of Article 19 of the by-laws of the Company related to general meetings in order to comply with the new provisions of Article R. 225-86 of the French Commercial Code.	FOR

We encourage you to read the English translation of the full text of the Resolutions to be voted

upon at the Annual General Meeting, which can be found in Annex A to this proxy statement.

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Why did I receive a “Notice of Internet Availability of Proxy Materials” but no other proxy

materials?

We are distributing our proxy materials to holders of ADSs via the Internet under the “Notice and

Access” approach permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”).

This approach expedites shareholders’ receipt of proxy materials while conserving natural resources and

reducing our distribution costs. We intend that on or about May 8, 2026, we will make available to ADS

holders a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) containing

instructions on how to access and review the proxy materials and how to vote. If you would prefer to

receive printed copies of the proxy materials in the mail, please follow the instructions in the Notice of

Internet Availability for requesting those materials.

If you hold ADSs, how do your rights differ from those who hold Ordinary Shares?

ADS holders do not have the same rights as holders of our Ordinary Shares. French law governs

the rights of holders of our Ordinary Shares. The Deposit Agreement, as amended from time to time (the

“Deposit Agreement”), among the Company, the Depositary and holders of ADSs, and all other persons

directly and indirectly holding ADSs from time to time, sets out the rights of ADS holders as well as the

rights and obligations of the Depositary and the Company. Each ADS represents one Ordinary Share (or

a right to receive one Ordinary Share) deposited with Uptevia as custodian (the “Custodian”) for the

Depositary in France under the Deposit Agreement or any successor custodian. Each ADS also

represents any other securities, cash or other property which may be held by the Depositary in respect of

the depositary facility. The Depositary’s offices are located at 240 Greenwich Street, New York, New York

The Depositary is the holder of the Ordinary Shares underlying the ADSs and held on deposit with

the Custodian. The Custodian’s offices are located at 3 Rue d’Antin, 75002 Paris, France.

What is the difference between holding ADSs as a beneficial owner through a broker, bank or

other nominee, and as a holder of record?

If you hold ADSs as a holder of record, you may instruct the Depositary directly how to vote the

Ordinary Shares underlying your ADSs. If you hold ADSs through a broker, bank or other nominee in

“street name”, you must instruct your broker, bank or other nominee how to vote the Ordinary Shares

underlying your ADSs and your broker, bank or other nominee will provide voting instructions to the

Depositary on your behalf. If you are a record holder of ADSs and fail to provide voting instructions to the

Depositary or if you hold ADSs in street name and fail to provide voting instructions to your broker, bank

or other nominee, then, in each case, the Ordinary Shares underlying your ADSs will not be voted on any

of the Resolutions being presented at the Annual General Meeting, except that if requested by the

Company and subject to the terms of the Deposit Agreement, the Depositary for the ADSs will give a

discretionary proxy to a person designated by the Company to vote the Ordinary Shares underlying an

ADS, including an ADS held through a broker, bank or other nominee, (i) on each Resolution included in

this proxy statement that is not subject to substantial opposition and (ii) against any new matter that is

submitted or existing matter that is amended following the date of the proxy statement (including during

the Annual General Meeting). If such discretionary proxy under the aforementioned clause (i) is granted to

the Company to vote on the Resolutions included in this proxy statement, the Company intends to vote in

accordance with the Board of Directors’ recommendation on each Resolution.

From whom will I receive proxy materials for the Annual General Meeting?

If you hold Ordinary Shares registered with our registrar, Uptevia, you are considered the

shareholder of record with respect to those Ordinary Shares and you will receive instructions to access

the proxy materials from us. If you hold Ordinary Shares through a broker, bank or other nominee, you are

considered the beneficial owner of the Ordinary Shares and you will receive proxy materials from your

broker, bank or other nominee.

If you hold ADSs in your own name registered on the books of the Depositary, you are considered

the registered holder of the ADSs and will receive the Notice of Internet Availability and, if requested,

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other proxy materials from the Depositary. If you hold ADSs through a broker, bank or other nominee, you

are considered the beneficial owner of the ADSs and you will receive the Notice of Internet Availability

and, if requested, other proxy materials from your broker, bank or other nominee.

How can I vote my Ordinary Shares or ADSs?

If you hold Ordinary Shares , you have the right to (i) vote at the Annual General Meeting, (ii)

vote in advance by submitting your proxy card by mail, (iii) grant your voting proxy directly to the

chairperson of the Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your

spouse or your partner with whom you have entered into a civil union, provided in each case that you are

the holder of record of such Ordinary Shares on the ORD Record Date. You may vote in person at the

General Meeting by requesting an admission card by checking the appropriate box on your proxy card. If

you would like to submit your proxy card by mail, simply mark the proxy card in accordance with the

instructions and date, sign and return it. If you choose to vote by mail, your proxy card must be received

by Uptevia by June 25, 2026 in order to be taken into account. If you cast your vote by appointing the

chairperson of the Annual General Meeting as your proxy, the chairperson of the Annual General Meeting

will vote your Ordinary Shares in accordance with the Board of Directors’ recommendations. If you

appoint another shareholder, your spouse or your partner with whom you are in a civil union to act as your

proxy, such proxy must be written and made known to the Company, and such other shareholder’s proxy

must be received by Uptevia by June 25, 2026 in order to be taken into account.

If you are a holder of ADSs and you are an ADS record holder , you may instruct the

Depositary directly how to vote the Ordinary Shares underlying your ADSs. We have been informed by

the Depositary that it has set the ADS Record Date for the Annual General Meeting as April 2, 2026 . If you

hold ADSs through a broker, bank or other nominee in “street name”, you must instruct your broker, bank

or other nominee how to vote the Ordinary Shares underlying your ADSs and your broker, bank or other

nominee will provide voting instructions to the Depositary on your behalf. If you held ADSs as of the ADS

Record Date, you have the right to instruct the Depositary, if you held your ADSs directly, or the right to

instruct your broker, bank or other nominee, if you held your ADSs through such intermediary, how to

vote. So long as the Depositary receives your voting instructions by 12:00 p.m., Eastern Time, on

June 23, 2026 , it will, to the extent practicable and subject to French law and the terms of the deposit

agreement, vote the underlying Ordinary Shares as you instruct. If your ADSs are held through a broker,

bank or other nominee, such intermediary will provide you with instructions on how you may give voting

instructions with respect to the Ordinary Shares underlying your ADSs. Please check with your broker,

bank or other nominee, as applicable, and carefully follow the voting procedures provided to you.

As an ADS holder, you will not be entitled to vote in person at the Annual General Meeting. To the

extent you timely provide the Depositary, or your broker, bank or other nominee, as applicable, with voting

instructions, the Depositary will, to the extent practicable and subject to French law and the terms of the

Deposit Agreement, vote the Ordinary Shares underlying your ADSs in accordance with your instructions.

You may exercise the right to vote the Ordinary Shares underlying your ADSs by surrendering

your ADSs and withdrawing the Ordinary Shares represented by your ADSs pursuant to the terms

described in the Deposit Agreement. However, in connection with voting at the Annual General Meeting

and in accordance with the Deposit Agreement, we understand that the Depositary has temporarily

suspended surrenders of ADSs for the purpose of withdrawing the Ordinary Shares during the period from

April 1, 2026 until June 30, 2026, the day after the Annual General Meeting (the “Suspension Period”).

Notwithstanding such temporary suspension, a holder of ADSs may still request the Depositary to permit

it to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the Suspension

Period, so long as such surrendering holder certifies in writing to the Depositary that: (i) it was the owner

of all ADSs being surrendered (the “Surrendered ADSs”) as of the ADS Record Date and has the power to

vote and dispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided

and will not provide following the date of such certification, voting instructions with respect to voting the

Ordinary Shares underlying the Surrendered ADSs at the Annual General Meeting to either the

Depositary or to a broker, bank or other nominee that is the registered holder of any Surrendered ADSs;

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(iii) it will not, at any time on or after the date of such certification, cause or attempt to cause the Ordinary

Shares underlying any Surrendered ADSs to be voted more than once, including by providing any voting

instructions with respect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual

General Meeting to either the Depositary or to a broker, bank or other nominee that is the registered

holder of any Surrendered ADSs; and (iv) it confirms its understanding that in the event that it has

provided or does provide such voting instructions referenced in the foregoing clauses (ii) and (iii) or

otherwise cause the Ordinary Shares underlying any Surrendered ADSs to be voted more than once, any

votes cast with respect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will

be void and not be counted as votes cast at the Annual General Meeting. Even if you are able to withdraw

Ordinary Shares during the Suspension Period by providing the required certification, it is possible that

you may not have sufficient time to withdraw your Ordinary Shares and vote them at the upcoming Annual

General Meeting as a holder of record of Ordinary Shares. Holders of ADSs may also incur additional

costs associated with the surrender process.

How will my Ordinary Shares be voted if I do not vote?

If you hold Ordinary Shares and do not (i) vote at the Annual General Meeting, (ii) vote by

submitting in advance a proxy card by mail, (iii) grant your voting proxy directly to the chairperson of the

Annual General Meeting, or (iv) grant your voting proxy to another shareholder, your spouse or your

partner with whom you have entered into a civil union, your Ordinary Shares will not be counted as votes

cast and will have no effect on the outcome of the vote with respect to any matter.

If you hold Ordinary Shares and you vote in advance by mail, your Ordinary Shares will be

treated as abstentions (which will not be counted as a vote “FOR” or “AGAINST”) on any matters with

respect to which you did not make a selection.

If you hold Ordinary Shares and grant your voting proxy directly to the chairperson of the Annual

General Meeting, your Ordinary Shares will be voted in accordance with the Board of Directors’

recommendations.

How will the Ordinary Shares underlying my ADSs be voted if I do not provide voting instructions

to the Depositary or my broker, bank or other nominee or if a matter is subsequently added to the

agenda of the Annual General Meeting (including during the Annual General Meeting)?

If you are a registered holder of ADSs and do not provide voting instructions to the Depositary on

how you would like the Ordinary Shares underlying your ADSs to be voted on one or more matters or do

not return your voting instruction form or if you are a beneficial holder of ADSs and do not return your

voting instruction form to your broker, bank or other nominee, the Ordinary Shares underlying your ADSs

will not be voted on the Resolutions being presented at the Annual General Meeting, except that if

requested by the Company subject to the terms of the Deposit Agreement, the Depositary for the ADSs

will give a discretionary proxy to a person designated by the Company to vote the Ordinary Shares

underlying an ADS, including an ADS held through a broker, bank or other nominee, (i) on each

Resolution included in this proxy statement that is not subject to substantial opposition and (ii) against any

new matter that is submitted or existing matter that is amended following the date of this proxy statement

(including during the Annual General Meeting). If such discretionary proxy under the foregoing clause (i) is

granted to the Company to vote on the Resolutions included in this proxy statement, the Company

intends to vote in accordance with the Board of Directors’ recommendation on each Resolution.

Can I surrender my ADSs and withdraw the underlying Ordinary Shares during the period between

the ADS Record Date and the ORD Record Date?

In connection with voting at the Annual General Meeting and in accordance with the Deposit

Agreement, we understand that the Depositary has temporarily suspended surrenders of ADSs for the

purpose of withdrawing the Ordinary Shares during the Suspension Period (from April 1, 2026 until June

30, 2026). Notwithstanding such temporary suspension, a holder of ADSs may still request the Depositary

to permit it to surrender ADSs and withdraw the Ordinary Shares represented by such ADSs during the

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Suspension Period, so long as such surrendering holder certifies in writing to the Depositary that: (i) it

was the owner of all Surrendered ADSs as of the ADS Record Date and has the power to vote and

dispose of the Surrendered ADSs; (ii) it has not, prior to the date of such certification, provided and will

not provide following the date of such certification, voting instructions with respect to voting the Ordinary

Shares underlying the Surrendered ADSs at the Annual General Meeting to either the Depositary or to a

broker, bank or other nominee that is the registered holder of any Surrendered ADSs; (iii) it will not, at any

time on or after the date of such certification, cause or attempt to cause the Ordinary Shares underlying

any Surrendered ADSs to be voted more than once, including by providing any voting instructions with

respect to voting the Ordinary Shares underlying any Surrendered ADSs at the Annual General Meeting

to either the Depositary or to a broker, bank or other nominee that is the registered holder of any

Surrendered ADSs; and (iv) it confirms its understanding that in the event that it has provided or does

provide such voting instructions referenced in the foregoing clauses (ii) and (iii) or otherwise cause the

Ordinary Shares underlying any Surrendered ADSs to be voted more than once, any votes cast with

respect to Ordinary Shares that are withdrawn upon surrender of Surrendered ADSs will be void and not

be counted as votes cast at the Annual General Meeting.

How will my Ordinary Shares be voted if I grant my proxy to the chairperson of the Annual General

Meeting?

If you are a holder of Ordinary Shares and you grant your proxy to the chairperson of the Annual

General Meeting, the chairperson of the Annual General Meeting will vote your Ordinary Shares in

accordance with the Board of Directors’ recommendations. As a result, your Ordinary Shares would be

voted “FOR” the nominees of the Board of Directors in Resolutions 1 to 4 and “FOR” each of Resolutions

5 to 22 .

Could other matters be decided at the Annual General Meeting?

At this time, we are unaware of any matters, other than as set forth above and the possible

submission of additional shareholder resolutions, as described under “Other Matters” elsewhere in this

proxy statement, that may properly come before the Annual General Meeting.

Holders of Ordinary Shares: To address the possibility of another matter being presented at the

Annual General Meeting, holders of Ordinary Shares who choose to vote in advance by mail may use

their proxy card to (i) grant a proxy to the chairperson of the Annual General Meeting to vote on any new

matters that are proposed during the meeting, (ii) abstain from voting (which will not be counted as a vote

“FOR” or “AGAINST”) on such matters, or (iii) grant a proxy to another shareholder, a spouse or a partner

with whom the holder of Ordinary Shares is in a civil union to vote on such matters. If no instructions are

given with respect to matters about which we are currently unaware, your Ordinary Shares will be voted

“AGAINST” such matters.

If a holder of Ordinary Shares chooses to grant a proxy to the chairperson of the Annual General

Meeting, with respect to either all matters or only any additional matters not disclosed in this proxy

statement, the chairperson of the Annual General Meeting shall issue a vote in favor of adopting such

undisclosed resolutions submitted or approved by the Board of Directors and a vote against adopting any

other such undisclosed resolutions.

Holders of ADSs: Ordinary Shares underlying ADSs will not be voted on any matter not

disclosed in the proxy statement, or for which specific voting instructions are not provided by the holder of

such ADSs, except that if requested by the Company subject to the terms of the Deposit Agreement, the

Depositary for the ADSs will give a discretionary proxy to a person designated by the Company to vote

the Ordinary Shares underlying an ADS, including an ADS held through a broker, bank or other nominee,

(i) on each Resolution included in this proxy statement that is not subject to substantial opposition and (ii)

against any new matter that is submitted or existing matter that is amended following the date of this

proxy statement (including during the Annual General Meeting). If such discretionary proxy under the

foregoing clause (i) is granted to the Company to vote on the Resolutions included in this proxy

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statement, the Company intends to vote in accordance with the Board of Directors’ recommendation on

each Resolution.

Who may attend the Annual General Meeting?

Holders of record of Ordinary Shares as of the ORD Record Date and ADS holders as of the ADS

Record Date, or their duly appointed proxies, may attend the Annual General Meeting. Holders of

Ordinary Shares may request an admission card for the Annual General Meeting by checking the

appropriate box on the proxy card, dating and signing it, and returning the proxy card by regular mail or by

presenting evidence of their status as a shareholder at the Annual General Meeting as of the ORD

Record Date.

Holders of ADSs may be asked to provide proof of ownership in order to be admitted to the

Annual General Meeting, such as their most recent account statement or other similar evidence

confirming their ownership as of the ADS Record Date.

Holders of Ordinary Shares or ADSs can obtain directions to the Annual General Meeting by

contacting our Investor Relations department by phone at +1 929 287 7835 or by email at

[email protected].

Can I submit questions to be answered during the Annual General Meeting?

You can submit questions during the Annual General Meeting and in advance of the Annual

General Meeting. Questions submitted in advance of the Annual General Meeting must be sent to the

Company in written form at least four business days prior to the date of the Annual General Meeting.

Such questions should be directed to the attention of the Chief Executive Officer of the Company and can

be sent either by mail to the Company’s registered office at Criteo S.A., 32 Rue Blanche, 75009 Paris,

France with acknowledgment of receipt or by email to our Investor Relations department at

[email protected], in each case, accompanied with proof of a shareholding certificate. Proper

questions raised in advance of the meeting in accordance with these procedures will be addressed by the

Company during the Annual General Meeting.

Can I vote at the Annual General Meeting?

If you hold Ordinary Shares as of the ORD Record Date you may vote at the Annual General

Meeting unless you submit your proxy or voting instructions prior to the Annual General Meeting.

If you hold ADSs, you will not be able to vote the Ordinary Shares underlying your ADSs at the

Annual General Meeting.

Can I change my vote and/or revoke my proxy?

Yes. If you are a holder of Ordinary Shares you can change your vote and/or revoke your proxy

by submitting another properly completed proxy card with a later date (i) by the Annual General Meeting if

you choose to (x) grant a proxy to the chairperson of the Annual General Meeting or (y) grant a proxy to

another shareholder, your spouse or a partner with whom you are in a civil union, (ii) at any time prior to

June 25, 2026 if you choose to vote in advance by mail, or (iii) by attending the Annual General Meeting

and voting in person.

If you hold ADSs, directly or through a broker, bank or other nominee, you must follow the

instructions provided by the Depositary or such broker, bank or other nominee if you wish to change your

vote. The last instructions you submit prior to the deadline indicated by the Depositary or the broker, bank

or other nominee, as applicable, will be used to instruct the Depositary how to vote the Ordinary Shares

underlying your ADSs.

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What is an “abstention” and how would it affect voting?

With respect to Ordinary Shares, an “abstention” occurs when a shareholder votes in advance by

mail with instructions to abstain from voting regarding a particular matter or without making a selection

with respect to a particular matter. With respect to ADSs, an “abstention” occurs when a shareholder

sends proxy instructions to the Depositary to abstain from voting regarding a particular matter.

An abstention by a holder of Ordinary Shares or by a holder of ADSs will be counted toward the

presence of a quorum. Because an abstention from voting is not voted affirmatively or negatively, it will

have no effect on the approval of any of the Resolutions.

What is a broker non-vote?

A broker non-vote occurs when a broker, bank or other nominee votes on behalf of a beneficial

owner for the Annual General Meeting but does not vote on a particular Resolution because such broker,

bank or other nominee does not have discretionary voting power with respect to that Resolution and has

not received voting instructions from the beneficial owner. All Ordinary Shares are held in registered name

(in accordance with French law) and only ADSs may be held through a broker, bank or other nominee. If

requested by the Company and subject to the terms of the Deposit Agreement, if the holder of an ADS

does not provide voting instructions, the Depositary for the ADSs will give a discretionary proxy to a

person designated by the Company to vote the Ordinary Shares underlying an ADS, including an ADS

held through a broker, bank or other nominee, (i) on each Resolution included in this proxy statement that

is not subject to substantial opposition and (ii) against any new matter that is submitted or existing matter

that is amended following the date of this proxy statement (including during the Annual General Meeting).

If there are broker non-votes at the Annual General Meeting, then broker non-votes will be considered

present for the purposes of establishing a quorum, but will not count as votes cast at the Annual General

Meeting. Because of this, we do not expect there to be any broker non-votes at the Annual General

Meeting. If there are broker non-votes at the Annual General Meeting, then broker non-votes will be

considered present for the purposes of establishing a quorum, but will not count as votes cast at the

Annual General Meeting.

What are the quorum requirements for the Resolutions?

In deciding the Resolutions that are scheduled for a vote at the Annual General Meeting, each

shareholder as of the ORD Record Date is entitled to one vote per Ordinary Share. Under our by-laws, in

order to take action on the Resolutions, a quorum, consisting of the holders of one-third of the Ordinary

Shares entitled to vote, must be present in-person or by proxy. Abstentions and broker non-votes (if any)

are treated as Ordinary Shares that are present for purposes of determining the presence of a quorum. If

a quorum is not present, the meeting will be adjourned.

What are the voting requirements for the Resolutions?

The affirmative vote of a majority of the total number of votes cast by shareholders present or

represented is required for the election of each director nominee named in Resolutions 1 to 4 and for the

approval of each matter described in Resolutions 5 to 10 . Under French law, this means that the votes

cast “FOR” a nominee must exceed the aggregate of the votes cast “AGAINST” that nominee, and the

votes cast “FOR” a Resolution must exceed the aggregate of the votes cast “AGAINST” that Resolution.

For approval of Resolutions 11 through 22 , the affirmative vote of two-thirds of the total number of votes

cast by shareholders present or represented is required. Abstentions and broker non-votes (if any) will not

count as votes cast on any of the Resolutions to be presented at the Annual General Meeting.

Who will count the votes?

Representatives of Uptevia will tabulate the votes and act as inspectors of election.

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Who will conduct the proxy solicitation and how much will it cost?

The Company is making this proxy solicitation and will pay all expenses in connection with the

solicitation of proxies for the Annual General Meeting. Our directors and certain of our employees may

solicit proxies in person or by telephone, email or other means. These employees and directors will not be

paid additional compensation for these services, other than for reimbursement of expenses. In addition, to

aid in the solicitation of proxies, we have retained Innisfree as proxy solicitor for a fee of up to $40,000.00,

plus reimbursement of expenses and indemnification against certain losses, costs and expenses.

We will make arrangements with the Depositary, brokers, banks and other nominees for the

forwarding of solicitation material to the direct and indirect holders of ADSs, and we will reimburse the

Depositary and such intermediaries for their related expenses.

Where can I find the documents referenced in this proxy statement?

The following documents are included in this proxy statement: (i) an English translation of the

statutory financial statements of the Company for the fiscal year ended December 31, 2025 prepared in

accordance with generally accepted accounting principles as applied to companies in France (“French

GAAP”), (ii) an English translation of the consolidated financial statements of the Company for the fiscal

year ended December 31, 2025 prepared in accordance with International Financial Reporting Standards

(“IFRS”) as adopted by the European Union, and (iii) an English translation of the full text of the

Resolutions to be submitted to shareholders at the Annual General Meeting. This proxy statement will be

accompanied by the Company’s 2025 Annual Report on Form 10-K, which includes the consolidated

financial statements of the Company for the fiscal year ended December 31, 2025 prepared under

generally accepted accounting principles as applied in the United States (“U.S. GAAP”). The Company’s

2025 Annual Report on Form 10-K was filed with the SEC on February 26, 2026 and is available on our

website at http://criteo.investorroom.com. In addition, once available, the Report of the Board of Directors

and the Management Report will be posted on our website at http://criteo.investorroom.com and filed with

the SEC. Information contained on, or that can be accessed through, any website referenced herein does

not constitute a part of this proxy statement. Websites referenced herein are included solely as an

inactive textual reference.

You may obtain additional information, which we make available in accordance with French law,

by contacting the Company’s Investor Relations department at Criteo S.A., 32 Rue Blanche, 75009 Paris,

France, or by emailing [email protected]. Such additional information includes, but is not

limited to, the statutory auditors’ reports and the report prepared by the independent expert appointed

pursuant to the provisions of Article L. 225-209-2 of the French Commercial Code referenced in the

Resolutions described below.

Who can I contact if I have questions about voting my Ordinary Shares or ADSs or attending the

Annual General Meeting?

If you have any questions about voting your Ordinary Shares or ADSs or attending the Annual

General Meeting, please contact our Investor Relations department by phone at +1 (929) 287-7835 or by

email at [email protected], or our proxy solicitor, Innisfree, in the United States at (877)

717-3923 and outside the United States at +1 (412) 232-3651.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our Board of Directors believes that having a mix of directors with complementary qualifications,

expertise, experience, backgrounds, and attributes is essential to meeting its multifaceted oversight

responsibilities, representing the best interests of our shareholders, and providing practical insights and a

wide range of perspectives.

Board Member / Nominee	Technology	Corporate Finance and Accounting	Public Company Board	Leadership (CEO/ Business Unit)	Global Business Operations	Strategy / Business Transformation	M&A	Marketing	Cyber- security
Nathalie Balla	x	x	x	x	x	x	x	x
Stefanie Jay	x	x	x	x	x	x	x	x
Michael Komasinski	x			x	x	x	x	x	x
Frederik van der Kooi	x	x		x	x	x	x
Marie Lalleman	x		x	x	x	x		x
Edmond Mesrobian	x		x		x	x	x		x
Rachel Picard	x		x	x	x	x	x	x
Ernst Teunissen	x	x	x	x	x	x	x	x	x

The lack of a skill in the above table does not mean that the director does not possess that skill or

experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that

the item is a particularly prominent qualification or characteristic that the director brings to the Board of

Directors.

Director and Director Nominee Biographies

Presented below is information with respect to the Board of Director’s eight incumbent directors

and its director nominees. The information presented below for each such person includes the specific

experience, qualifications, attributes and skills that led the Board of Directors to conclude that such person

should serve on the Board of Directors.

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Michael Komasinski CEO & Director Age: 55 Director since: 2025
• Chief Executive Officer of the Americas, President of Global Data and Technology, dentsu (2023 – 2025) • Global Chief Executive Officer, Merkle (2015 – 2023) • Chief Operating Officer, Razorfish (2014 – 2015) • President, Schawk Retail Marketing, SGK (2010 – 2014) • Vice President Global Operations, Nielsen (2003 – 2010)
Key Skills & Qualifications
• Technology / AdTech / Retail Media Expertise : Mr. Komasinski brings over 20 years of AdTech expertise and a proven track record of driving accelerated growth, AI-driven innovation and scale. He has vast retail media expertise, having grown Merkle's retail media consulting practice and combining it with dentsu's leading media buy-side capabilities. • Strategy / Business Transformation Experience : At dentsu, Mr. Komasinski led the technological transformation of its product suite during a time of rapid innovation. Those efforts included embedding AI across dentsu’s products and platforms to enhance value for clients and defining dentsu’s client-facing data drive, technology strategy, which resulted in significant enterprise client wins. • Global Business Experience : Prior to joining dentsu, Mr. Komasinski was responsible at Merkle for overseeing a staff of more than 14,000 employees in over 50 locations throughout the Americas, EMEA, and APAC. He previously served in leadership positions at Razorfish, Schawk Retail Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council and the Interactive Advertising Bureau (IAB).
Current Organizations
• Director, Ad Council (2023 – Present) • Director, Interactive Advertising Bureau (IAB) (2025 – Present)
Education
• Bachelor of Science in Engineering and Philosophy, Vanderbilt University • MBA degree, Indiana University’s Kelley School of Business

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Frederik van der Kooi Chairperson of the Board & Independent Director Age: 59 Director since: 2023 Committee: Nomination & Corporate Governance
• Microsoft Corporation ◦ Corporate Vice President (Microsoft Advertising) (2010 – 2021) ◦ Corporate Vice President & COO (Online Services Division) (2009 – 2010) ◦ Corporate Vice President & CFO (Online Services Division and Windows) (2006 – 2009) ◦ General Manager (Finance – EMEA) (2003 – 2006) ◦ Senior Finance Director (Western Europe) (2001 – 2003) ◦ Finance Director (Benelux) (1999 – 2001) • Previously held numerous finance and business roles at General Motors including CFO of IBC Vehicles
Key Skills & Qualifications
• Technology / AdTech Expertise: Mr. van der Kooi has deep expertise in digital advertising, leading Microsoft’s digital advertising business for over a decade, covering search, display, native, retail media and video offerings and leading strategy, sales, marketing and partnerships globally. • Corporate Finance / M&A Experience: Mr. van der Kooi led Microsoft’s acquisitions and integration of PromoteIQ in retail media, Xandr and others, and closed transformative business partnerships with Yahoo, AOL, AppNexus and global agency partners. • Strategy / Business Transformation Experience: Mr. van der Kooi built and scaled Microsoft’s global advertising business fivefold over a decade, reaching ~$10bn by the end of his tenure. • Global Business Experience: Throughout his career, Mr. van der Kooi has led multi-country teams and held positions of leadership in the United States, Western Europe and the United Kingdom.
Education
• Master of Business Administration, Instituto de Estudios Superiores de la Empresa (IESE) • Bachelor of Business Administration, Nyenrode University

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Nathalie Balla Independent Director Age: 58 Director since: 2017 Committee: Audit and Compensation
• Co-owner and Chief Executive Officer (2014 – 2022), Chief Executive Officer (2009 – 2014), La Redoute • Co-owner and Managing Director (2014 – 2022), Relais Colis • Managing Director, Robert Klingel Europe (2005 – 2008) • Executive Committee (International Operations), Quelle and Neckermann (2001 – 2005) • Managing Director, Quelle Versand and Mode&Preis Switzerland (1998 – 2001) • Managing Director, Madeleine Switzerland and Austria (1992 – 1998) • Auditor, Price Waterhouse Switzerland (1990 – 1991)
Key Skills & Qualifications
• Retail Media Expertise: Ms. Balla brings extensive experience in retail media and a keen understanding of how to successfully influence customers at points of purchase having served as CEO of La Redoute, the number one online retailer for apparel and home & decoration in France and one of Europe's largest home shopping organizations. • Global Business Experience: Throughout her career, Ms. Balla has led multi-country teams in the retail industry, including serving as a key leader in charge of international operations at German retailer Quelle and Neckermann and as the CEO of La Redoute at Redcats, part of Kering. • Strategy / Business Transformation Experience: Ms. Balla led the turnaround and successful transformation of Relais Colis and La Redoute by leveraging her deep experience in the digitalization of physical retail to grow sales. • Corporate Finance / M&A Experience: Ms. Balla led the acquisition, capital raising and transformation of Relais Colis and La Redoute, leading to the ultimate sale of La Redoute to Galeries Lafayette Group and Relais Colis to Walden Group in 2022.
Other Boards (within past five years)
• Director, Edenred (OTCMKTS: EDNMY) (2023 – Present) • Director, IDI (EPA: IDIP) (2021 – Present) • Director, DEE Tech (acquired July 2023) (2021 – 2023)
Current Organizations
• Partner, 50 Partners Digital, Healthcare, Impact (2023 – Present) • Vice-President, FEVAD (2014 – 2022)
Education
• PhD in Business Administration (Finance and Accounting), Sankt Gallen University • Master Degree, École supérieure de commerce (ESCP-EAP) of Paris

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Stefanie Jay Independent Director Age: 47 Director Since: 2025 Committee: Audit
• Senior Vice President and Chief Business and Strategy Officer, eBay, Inc (2021 – 2024) • Walmart, Inc ◦ Vice President and General Manager (Walmart Media Group (now Walmart Connect)) (2017 – 2021) ◦ Vice President and Head of M&A and Strategic Partnerships, Global eCommerce (2015 – 2017) • Goldman Sachs & Co. ◦ Vice President, Investment Banking Division (2013 – 2015) ◦ Vice President and Head of Client Strategy Group, Executive Office (2009 – 2012) ◦ Vice President, Consumer Retail Group, Investment Banking Division (2001 – 2009)
Key Skills & Qualifications
• Retail Media Expertise: Ms. Jay served as Vice President and General Manager at Walmart Connect, where she transformed its advertising business, grew revenue over 7x and significantly scaled its platform and operations. • E-commerce and Global Business Experience: Ms. Jay brings nearly 20 years of experience across omnichannel retail, e-commerce, and global digital marketplaces and most recently served as Senior Vice President and Chief Business and Strategy Officer of eBay. At eBay, Ms. Jay led the development of a new strategic vision and planning approach, contributing to its return to growth and improved operating margins. • Corporate Development / M&A Experience: Ms. Jay brings strong experience in global strategy and corporate development. She led global M&A and business development initiatives at Walmart, including the acquisition of Jet.com and key strategic investments and partnerships. At eBay, Ms. Jay also led the acquisition and integration of five category-leading companies, notably Goldin Auctions and TCG Player, and 10 investments to strengthen eBay’s category positioning. • Capital Markets Experience : Ms. Jay spent over a decade at Goldman Sachs, where she held leadership roles in investment banking and client strategy, including in its Consumer and Retail Group and Executive Office.
Other Boards (within past five years)
• Director, MiniLuxe Holding Corp (TSXV:MNLX) (2021 – Present) • Director, PWP Forward Acquisition Corp (FRW) (2021 – 2022)
Education
• Bachelor of Arts in Economics, Columbia University

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Marie Lalleman Independent Director Age: 61 Director since: 2019 Committee Chair: Nomination & Corporate Governance
• Global External Advisor (Customer/Marketing, Data and Retail Practices, Bain & Company) • Chairwoman of the Advisory Board of Vusion S.A. • The Nielsen Company ◦ Executive Vice President (Global Strategic Partners, France/USA) (2017 – 2021) ◦ Global Partner, Amazon (Retail, Advertising) (2017 – 2021) ◦ Global Operating Leadership Team, USA (Nielsen Media) (2017 – 2021) ◦ Retailers Global Partnership & Global Client Partner (Carrefour Group, France) (2007 – 2017) ◦ Nielsen Executive Committee, Europe (2007 – 2017) ◦ International Client Business Partner for EMEA, Asia, Latam (Unilever/Kimberly Clark, UK/ France) (2001 – 2006) ◦ Business Unit Director, EMEA (1998 – 2001) ◦ International Client Director, Europe (1992 – 1997) • Held leadership positions at several other global companies including Dataquest (Dun & Bradstreet Group), EMS-Chemie and Carillon Importers
Key Skills & Qualifications
• Technology / AdTech Expertise: Ms. Lalleman’s tenure holding various senior positions at The Nielsen Company has given her deep global expertise with the retail and media digital players as well as an understanding of the transformation dynamics of the industry. • Strategy / Business Transformation Experience: With extensive leadership experience at Nielsen, particularly in driving data-driven strategic growth, Ms. Lalleman leveraged her deep expertise in retail, e-commerce and digital media to lead Nielsen in navigating digital disruption and business model transformation. • Global Business Experience: Throughout her career, Ms. Lalleman has led multi-country teams and has worked in a broad range of industries in the United States as well as in Western and Eastern Europe. • Retail Media: Ms. Lalleman brings extensive experience in understanding how retailers transform their business models implementing innovative enterprise data strategy and Retail Media solutions, having served as Global Strategic Partner with Nielsen for e-commerce, digital media & retail global players, and current retail advisory practice.
Current Organizations
• Chairwoman of Advisory Board of Vusion S.A. (2024 – Present) • Member of the Advisory Board of Tech-for-Retail Conference
Other Boards (within past five years)
• Director & Chair of Nomination & Remuneration Committee, Trainline (LON: TRN) (2024 –Present) • Director & Chair of the Remuneration Committee, Payfit SA (2023 – Present) • Director & Chair of Nomination & Remuneration Committee, Patrizia (ETR: PAT) (2021 – 2024)
Education
• Diploma in International Business Management and Administration, Kedge School of Business

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Edmond Mesrobian Independent Director Age: 65 Director since: 2017 Committee: Compensation
• Chief Technology and Information Officer, Nordstrom (USA) (2018 – 2022) • Group Chief Technology Officer, Tesco (2015 – 2018) • Chief Technology Officer, Expedia Group (2011 – 2014) • Chief Technology Officer, RealNetworks (2003 – 2010) • Chief Technology Officer, ARTISTdirect (2002 – 2003) • Previously held various CTO and leadership positions at Amplified Holdings, Checkout.com and The Walt Disney Company
Key Skills & Qualifications
• Retail Media Expertise: Mr. Mesrobian was responsible for implementing Nordstrom’s first retail media solution in his role as its Chief Technology and Information Officer. • Technology / AdTech Expertise: Mr. Mesrobian has extensive experience as an information technology executive having served as Chief Technology Officer of several global companies, including Nordstrom, Tesco and Expedia, over 20+ years. • Strategy / Business Transformation Experience: Mr. Mesrobian has demonstrated expertise in crafting and executing corporate strategies to drive growth and innovation. During his time at Nordstrom, he focused on transforming the company into a digital first enterprise interconnected by the Nordstrom Analytical Platform to power customer, merchandising and inventory processes. At Tesco, as part of the company’s One Tesco initiative, he focused on strengthening the company's technological capabilities and creating innovative solutions for its customers. • Global Business Experience: Mr. Mesrobian has extensive experience leading teams at large international companies, including Tesco and Expedia, to enhance digital strategy and customer engagement efforts with global audiences. At RealNetworks, he focused on media solutions (music, video, and gaming) for direct-to-consumer subscription services as well as SaaS offerings to global telecom and cable operators.
Other Boards
• Director, Apigee Corporation (acquired in November 2016) (2015 – 2016) • Director, Entain Plc (May 2025 – present)
Education
• Ph.D. in Computer Science, University of California, Los Angeles • Master of Science in Computer Science, University of California, Los Angeles • Bachelor of Science in Math and Computer Science, University of California, Los Angeles

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Rachel Picard Independent Director Age: 59 Director since: 2017 Committee: Nomination & Corporate Governance
• Co-founder and Chief Executive Officer of Velvet (2024 – Present) • Chief Executive Officer of SNCF Voyages (2014 – 2020) • Chief Executive Officer of SNCF Gares & Connexions at SNCF Group (2012 – 2014) • Chief Executive Officer of Thomas Cook France and Deputy General Manager of Tour Operating and Marketing at Thomas Cook Group (2010 – 2012)
Key Skills & Qualifications
• Business Transformation: As the former CEO of SNCF Voyages, Ms. Picard brings extensive expertise in overseeing and executing successful transformations of large businesses to Criteo’s boardroom. She led a comprehensive transformation of SNCF Train Stations and the TGV business model, which increased growth, quality and profitability and launched two new services that expanded the company’s market reach. • Digital and E-Commerce Strategies: Ms. Picard has over 20 years of experience leading innovative product design projects and her strategic vision has supported early integrated digital efforts in e-commerce, including as the former Head of voyages-sncf.com. Her first-hand knowledge in developing and executing digital strategies adds significant digital innovation and e- commerce expertise to the Board of Directors to guide Criteo’s unified technology platform. • Global CEO Experience: Ms. Picard successfully developed and led corporate strategies, including as CEO of SNCF Voyages and SNCF Gares & Connexions, where she drove the implementation of technology enhancements and service improvement of its high-speed train network, strengthening the long-term value of SNCF for customers and investors. She brings valuable experience leading large, complex companies that supports the ability of Criteo’s Board of Directors to effectively oversee management and increase accountability. She also brings an entrepreneurial experience, building business models and growth expertise as co-founder and CEO of a greenfield train operator, backed by an investment of 1 billion euros.
Other Boards (within past five years)
• Director, AXA S.A. (EPA: CS) (2022 – Present) • Member, Supervisory Board of Rocher Participations (2020 – 2024) • Director, Compagnie des Alpes (EPA: CDA) (2009 – 2022)
Education
• Master’s Degree, HEC Paris

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Ernst Teunissen Independent Director Age: 60 Director since: 2024 Committee Chair: Compensation Committee: Audit and Compensation
• Chief Financial Officer of TripAdvisor & Chief Executive – Viator, TheFork & CruiseCritic, business units of TripAdvisor (2015 – 2022) • Chief Financial Officer of Cimpress (2009 – 2015) • Founder, ThreeStone Ventures & Co-Founder, Manifold Partners (2003 – 2009) • Executive Director (Media & Communications), Morgan Stanley (1999 – 2003) • Senior Associate Director (Global Telecommunications), Deutsche Bank (1997 – 1999) • Senior Strategy Consultant, Monitor Company (1990 – 1997)
Key Skills & Qualifications
• Corporate Finance / M&A Experience: Most recently, Mr. Teunissen led global finance operations and was responsible for multiple acquisitions, investments and joint ventures as the CFO of TripAdvisor. Prior to that, as CFO of Cimpress, Mr. Teunissen oversaw revenue growth from $600 million to $1.8 billion and multiple successful acquisitions. • Capital Market Experience: Throughout his career as an investment banker and a public company CFO, Mr. Teunissen has executed a significant number of capital market transactions including IPOs, equity follow-ons and debt issuances. • Technology / AdTech Expertise: Mr. Teunissen has deep experience in consumer internet, online marketplaces and online advertising stemming from his tenure at TripAdvisor, where he drove growth acceleration of several business units, as well as his tenure at Cimpress. • Global Business Experience : Over the course of his 30-year career, Mr. Teunissen has held numerous leadership positions in the United States, Europe and Asia.
Other Boards (within past five years)
• Member, Supervisory Board & Audit Committee, Just Eat Takeaway.com NV (2024 – Present) • Director, Chair of Audit Committee & Member of Audit Committee, Printful (2021 – Present) • Director, Supervisory Board, LuxExperience B.V. (2025 – Present)
Education
• Post-Graduate Diploma, University of Surrey • Master of Business Administration, University of Oregon • BBA, Nijenrode University, The Netherlands School of Business

Family Relationships

There are no family relationships among any of our executive officers, directors or director

nominees.

Board Leadership and Corporate Governance Framework

Our governance framework provides the Board of Directors with flexibility to select the appropriate

board leadership structure for the Company. The Board of Directors has reviewed its leadership structure

in light of the Company’s operating and governance environment and determined that, due to his

respective significant expertise and history with the Company, Mr. van der Kooi should serve as

chairperson of the Board of Directors until his term as director expires at the 2027 annual general meeting

of shareholders. Ms. Picard, who had previously served as chairperson of the Board of Directors, resigned

from her position as chairperson effective April 9, 2025, but continues to serve on the Board of Directors.

Because the Board of Directors currently has an independent chairperson, the Board of Directors

does not currently utilize a lead independent director. The Board of Directors previously determined that it

was appropriate to have a lead independent director for so long as the chairperson of the Board of

Directors is holding an executive position, or otherwise is not an independent director.

Although our chairperson and Chief Executive Officer positions are currently separated, our Board

of Directors does not have a policy that requires the combination or separation of these roles. Given the

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dynamic and competitive environment in which we operate, the Board of Directors continues to believe that

retaining the flexibility to vary the leadership structure as appropriate based on certain circumstances over

time is in the best interests of the Company and its shareholders at this time.

Our corporate governance framework enables our Board of Directors and management to pursue

our goals and strategic objectives in seeking to maximize long-term shareholder value. Our Board of

Directors has adopted corporate governance guidelines that set forth the role of our Board of Directors,

board composition and structure (including independence requirements), board membership criteria, and

other governance policies. In addition, our Board of Directors has adopted written charters for its standing

committees (audit, compensation, and nomination and corporate governance), as well as certain other

policies, as detailed below. The Board of Directors is committed to sound corporate governance, and

regularly evaluates its practices to ensure alignment with our strategy and execution and seek

opportunities for improvement. Annually, the Board of Directors considers updates to our corporate

governance framework based on shareholder feedback, results from the annual general shareholders

meeting, the Board of Directors and committees’ self-assessments, governance best practices, and

regulatory developments.

Our Corporate Governance Documents
• By-laws	• Anti-Corruption Policy
• Code of Business Conduct & Ethics	• Clawback Policy
• Corporate Governance Guidelines and Board Charter	• Insider Trading Policy
• Third Party Code of Conduct	• Compensation Committee Charter
• Executive Share Ownership Guidelines	• Audit Committee Charter
• Non-Employee Director Share Ownership Guidelines	• Nomination and Corporate Governance Committee Charter
These documents are available on our website at http://criteo.investorroom.com under “Governance Documents” or at http://criteo.com/sustainability/.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that is

applicable to all of our employees, temporary workers and interns, officers and directors, including our

chief executive and senior financial officers. The audit committee is responsible for overseeing the Code of

Conduct, and our Board of Directors is required to approve any waivers of the Code of Conduct for

employees, executive officers and directors. We expect that any amendments to the Code of Conduct or

waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed

on our website.

Insider Trading and Anti-Hedging/Pledging Policies

We have an Insider Trading Policy governing the purchase, sale and other dispositions of Criteo’s

securities that applies to our directors, officers and employees. We believe that our Insider Trading Policy

is reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as

applicable listing standards. In addition, with regards to the Company’s trading in its own securities, it is the

policy of the Company to comply with applicable U.S. securities laws and exchange listing requirements.

Additionally, our Insider Trading Policy makes clear that all subject persons may not (i) trade in

options, warrants, puts, calls or other similar derivative instruments on Company securities or sell

Company securities “short,” (ii) hold Company securities in margin accounts, (iii) engage in hedging

transactions and all other forms of monetization transactions (including through the use of financial

instruments, such as prepaid variable forwards, equity swaps, collars and exchange funds) or (iv) pledge

Company securities as collateral for loans.

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A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K

for the fiscal year ended December 31, 2024, which was filed with the SEC on February 28, 2025.

Human Rights Policy

In February 2020, we adopted a Global Human Rights Policy. While governments have the primary

responsibility for protecting and upholding the human rights of their citizens, Criteo recognizes our

responsibility to respect internationally recognized standards of fair treatment and non-discrimination in our

operations. Standards that we look to and are guided by include the United Nations (“UN”) Guiding

Principles on Business and Human Rights and the UN Universal Declaration of Human Rights. Further, we

are committed to respecting all internationally recognized human rights wherever we do business. The

policy applies to Criteo S.A. and its subsidiaries, and applies to everyone in the Company including the

Board of Directors and all colleagues when doing work for the Company. Additionally, we strive to select

and work with vendors, partners and suppliers who respect all relevant human rights conventions and

principles.

Director Independence

Our nomination and corporate governance committee and our Board of Directors have undertaken

a review of the independence of the directors using the current standards for “independence” established

by Nasdaq and considered whether any director has a material relationship with us that could compromise

his or her ability to exercise independent judgment in carrying out the responsibilities of a director. As a

result of this review, our Board of Directors determined that Mses. Balla, Jay, Lalleman and Picard, and

Messrs. van der Kooi, Mesrobian and Teunissen, who currently serve on our Board of Directors, are

“independent directors” as that term is defined under the applicable rules and regulations of the SEC and

Nasdaq. Our Board of Directors determined that Mr. de Pesquidoux, who did not stand for re-election

following the expiration of his term as director at the annual meeting of shareholders in 2025, also qualified

as independent. In making these determinations, our Board of Directors considered the relationships that

each non-employee director has with us and all other facts and circumstances our Board of Directors

deemed relevant in determining the director’s independence, including the number of Ordinary Shares

beneficially owned by the director and his or her affiliated entities, if any. For more information, see

“Certain Relationships and Related Transactions—Other Relationships.”

Role of the Board in Risk Oversight

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 our Board of Directors in this task.

The audit committee also monitors our system of disclosure controls and procedures and internal control

over financial reporting and reviews contingent financial liabilities. The audit committee reviews and

discusses with management, and, as appropriate, the Company’s auditors, the Company’s guidelines and

policies for risk assessment and management, including major financial, data privacy, cybersecurity and

sustainability risks, and the steps taken by management to monitor and control those exposures. For a

description of the principal duties and responsibilities of the audit committee, see “—Board Committees—

Audit Committee” below.

While our Board of Directors oversees our risk management, our management is responsible for

day-to-day risk management processes. Our Board of Directors expects our management:

ü to consider risk and risk management in each business decision,

ü to proactively develop and monitor risk management strategies, and

ü to process day-to-day activities to effectively implement risk management strategies

adopted by the Board of Directors.

We believe this division of responsibilities is the most effective approach for addressing the risks we face.

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Board Committees

The Board of Directors has established an audit committee, a compensation committee and a

nomination and corporate governance committee, each of which operates pursuant to a separate charter

adopted by our Board of Directors. The charters of each of the Company’s board committees and other

governance materials can be accessed on our website at http://criteo.investorroom.com under

“Governance Documents.” The composition and functioning of all of our committees complies with all

applicable requirements of the French Commercial Code, the Securities Exchange Act of 1934, as

amended (the “Exchange Act”), and Nasdaq and SEC rules and regulations. In accordance with French

law, committees of our Board of Directors only have an advisory role for matters falling into the

competence of the Board of Directors under French law and can only make recommendations to our Board

of Directors in this respect. As a result, such decisions are made by our Board of Directors taking into

account non-binding recommendations of the relevant board committee. In addition, special ad hoc

committees of the Board of Directors may be created from time to time to assist the Board of Directors with

special projects and other matters, including M&A and other strategic options.

Audit Committee

Membership

Mses. Balla and Jay, and Mr. Teunissen currently serve on the committee, with Mr. Teunissen

serving as its chairperson. Our Board of Directors has determined that each member of the committee is

independent within the meaning of applicable Nasdaq and SEC rules and the independence requirements

contemplated by Rule 10A-3 under the Exchange Act. Our Board of Directors has further determined that

each of Mses. Balla and Jay, and Mr. Teunissen qualify as financially sophisticated under Nasdaq rules. In

addition, our Board of Directors has determined that each of Mses. Balla and Jay, and Mr. Teunissen is an

“audit committee financial expert” as defined by SEC rules and regulations, based, in the case of Mr.

Teunissen, on his extensive experience in finance roles, including as the Chief Financial Officer of

TripAdvisor, in the case of Ms. Balla, on her extensive experience directly supervising principal financial

and accounting officers as the former Chief Executive Officer of La Redoute, and in the case of Ms. Jay, on

her extensive experience in finance and in financial oversight roles, including at Goldman Sachs, Walmart

and eBay.

Description and Responsibilities

Our audit committee assists the Board of Directors in overseeing the Company’s corporate

accounting and financial reporting process, the Company’s systems of internal control over financial

reporting, risk management and audits of financial statements, the quality and integrity of the Company’s

financial statements and reports, the qualifications, independence and performance of the Company’s

independent outside auditors for the purpose of preparing or issuing an audit report or performing audit or

review services (which may include independent registered public accounting firm to serve as financial

statement auditors or statutory auditors and sustainability auditors, as required by applicable laws, referred

to in this section as “Auditors”), the performance of the Company’s internal audit function and the

Company’s compliance program. The committee held five meetings in 2025 . The principal duties and

responsibilities of our audit committee include, among other things:

• making recommendations on the appointment, compensation, renewal and/or retention, and

oversight of our Auditors, assessing their independence and qualifications, including the

performance and qualifications of the lead partner, overseeing the Auditors’ work, determining the

Auditors’ compensation and evaluating the performance of the Auditors;

• reviewing and approving engagements of the Auditors, including the scope of and plans for audit

or non-audit services;

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• reviewing and discussing with management and our Auditors the results of the annual audit,

including any critical audit matters identified by our Auditors;

• reviewing the Company’s internal quality control procedures and conferring with management and

the Auditors regarding the scope, adequacy and effectiveness of the Company’s disclosure

controls and procedures and internal control over financial reporting;

• reviewing and discussing with management and, as appropriate, the Auditors, the Company’s

guidelines and policies with respect to risk assessment and management, including the

Company’s major financial risk exposures, data privacy and cybersecurity risks and sustainability

risks and the steps taken by management to monitor and control these exposures;

• reviewing and recommending procedures for the receipt, retention and treatment of complaints

received by the Company regarding accounting, internal accounting controls or auditing matters,

as well as for the confidential, anonymous submission by our employees of concerns regarding

questionable accounting or auditing matters;

• reviewing the results of management’s efforts to monitor compliance with the Company’s programs

designed to ensure adherence to applicable laws and regulations, as well as the Code of Conduct,

including reviewing and making recommendations with respect to related person transactions;

• reviewing and recommending appropriate insurance coverage for the Company’s directors and

officers;

• reviewing and making recommendations, under applicable French and U.S. rules, with respect to

the financial statements proposed to be included in any of the Company’s reports to be filed with

the SEC, reviewing disclosure discussing the Company’s financial performance in any reports to

be filed with the SEC, reviewing earnings press releases and financial information and earnings

guidance provided to analysts and ratings agencies and preparing any reports of the audit

committee as may be required by the SEC; and

• reviewing any significant issues that arise regarding accounting principles and financial statement

presentation, conflicts or disagreements between management and the Auditors or other financial

or sustainability reporting issues, as required by applicable laws, and reporting to the Board of

Directors with respect to related material issues.

Nasdaq rules require that the audit committee have the specific audit committee responsibilities

and authority necessary to comply with Rule 10A-3(b)(2), (3), (4) and (5) under the Exchange Act, which

requires, among other things, that the audit committee have direct responsibility for the appointment,

compensation, retention and oversight of our Auditors, establishment of procedures for complaints made

and selection of consultants with respect to its duties. However, Rule 10A-3 provides that if the laws of a

company’s home country prohibit the full Board of Directors from delegating such responsibilities to the

audit committee, the audit committee’s powers with respect to such matters may instead be advisory. As

indicated above, under French law, our audit committee may only have an advisory role and make

recommendations to our Board of Directors for matters falling into the competence of the Board of

Directors under French law. Moreover, Rule 10A-3 also provides that its audit committee requirements do

not conflict with any laws of a company’s home country that require shareholder approval of such matters.

Under French law, our shareholders must appoint, or renew the appointment of, the statutory auditors once

every six fiscal years. In accordance with the applicable requirements of the French Commercial Code, we

have two statutory auditors. Our shareholders renewed the term of office of Deloitte & Associés, our

independent registered public accounting firm, at the 2023 Annual General Meeting, the term of office of

RBB Business Advisors, as statutory auditor, at the 2024 Annual General Meeting, and Nexbonis Advisory

to continue as statutory auditor in lieu and in place of RBB Business Advisors for the remaining term of

office of RBB Business Advisors through the Annual General Shareholders' Meeting held in 2030.

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Compensation Committee

Membership

Ms. Balla and Mr. Mesrobian and Teunissen currently serve on the committee, with Ms. Balla

serving as its chairperson. Our Board of Directors has determined that each member of the committee is

independent within the meaning of the applicable Nasdaq and SEC rules.

Description and Responsibilities

Our compensation committee assists our Board of Directors in reviewing, making

recommendations to our Board of Directors regarding, and overseeing matters related to, the

compensation of our executive officers and non-employee directors, including establishing and overseeing

the Company’s compensation philosophy, policies, plans and programs. The committee held eight

meetings in 2025 . The principal duties and responsibilities of our compensation committee include, among

other things:

• reviewing and making recommendations to the Board of Directors with respect to the

overall compensation strategy and policies for the Company, including making

recommendations to the Board of Directors regarding pay levels, pay mix and pay

structures, including performance goals and objectives of the Chief Executive Officer and

other executive officers, reviewing regional and industry-wide compensation practices and

trends and evaluating and recommending to the Board of Directors the compensation

plans and programs, terms of employment or employment agreements, severance

arrangements, change in control protections and any other compensatory arrangements

(including, without limitation, perquisites and any other form of compensation) and

compensation-related policies advisable for the Company (or the modification or

termination thereof);

• reviewing and making recommendations to the Board of Directors regarding the

compensation of our non-employee directors;

• reviewing and making recommendations to the Board of Directors regarding the

Company’s equity compensation strategy including annual budget, award levels, eligibility,

award mix and vesting;

• reviewing and making recommendations to the Board of Directors with respect to other

personnel and compensation matters, including benefit plans;

• reviewing and evaluating risks associated with the Company’s compensation programs;

• reviewing and discussing with management the compensation discussion and analysis

and other compensation information that we may be required to include in SEC filings and

preparing any reports of the compensation committee on executive compensation as may

be required by the SEC;

• considering the results of shareholder advisory votes on executive compensation (and on

the frequency thereof), and, to the extent it deems appropriate, taking such results into

consideration in connection with the review and approval of executive and, as applicable,

director compensation;

• reviewing the Company’s strategies, initiatives and programs with respect to the

Company’s culture, talent recruitment, development and retention, inclusion initiatives, and

employee engagement;

• review and approve the implementation or revision of, and oversee, any compensation

recoupment, “clawback” or similar policy allowing or requiring the Company to recoup

compensation; and

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• reviewing, and reporting to the Board of Directors, succession planning and management

development topics for senior leaders.

The charter for our compensation committee allows the compensation committee, in certain

circumstances, to delegate its authority to subcommittees, as appropriate.

The compensation of our executive officers is determined by the Board of Directors, taking into

account recommendations from our compensation committee. In the case of members of executive officers

other than our Chief Executive Officer, our Board of Directors also takes into account recommendations

from our Chief Executive Officer.

Under French law, we must obtain shareholder approval at a general meeting of shareholders in

order to authorize the Board of Directors to grant equity compensation. Generally, we ask shareholders to

give our Board of Directors the authority to decide on the specific terms of the grant of equity

compensation, within the limits of the shareholders’ authorization. The most recent authorization to grant

equity compensation was given to our Board of Directors at the 2024 Annual General Meeting. The

compensation committee is responsible for evaluating and making recommendations to the Board of

Directors with respect to our equity plans.

Our compensation committee engages independent compensation consultants from time to time to

assist in evaluating the design and assessing the competitiveness of our executive and non-employee

director compensation. For more detailed information on the role of compensation consultants, see

“Executive Compensation–Compensation Discussion and Analysis – Compensation Philosophy and

Objectives – Participants in the Compensation Process – Role of Compensation Consultant” elsewhere in

this proxy statement.

Nomination and Corporate Governance Committee

Membership

Mses. Lalleman and Picard and Mr. van der Kooi currently serve on the committee, with

Ms. Lalleman serving as its chairperson. Our Board of Directors has determined that each member of the

committee is independent within the meaning of the applicable Nasdaq and SEC rules.

Description and Responsibilities

Our nomination and corporate governance committee mainly assists our Board of Directors in

overseeing all aspects of the Company’s corporate governance functions and making recommendations to

the Board of Directors regarding corporate governance issues. The committee also identifies, reviews,

evaluates and recommends to our Board of Directors candidates to serve as directors. The committee held

five meetings in 2025 . The principal duties and responsibilities of our nomination and corporate

governance committee include:

• identifying, reviewing, evaluating and recommending to the Board of Directors the persons

to be nominated for election (or re-election) as directors and appointed to each of the

committees of the Board of Directors and establishing related policies, including

consideration of any potential conflicts of interest, applicable independence and

experience requirements, a wide range of perspectives, and any other relevant factors that

the committee considers appropriate in the context of the needs of the Board of Directors;

• reviewing and assessing the performance of management and the Board of Directors,

including committees of the Board of Directors;

• overseeing the Company’s strategy on global corporate social responsibility and

environmental, social and governance (“ESG”) initiatives;

• overseeing the composition of the Board of Directors and its committees;

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• assessing the independence of directors;

• developing and recommending to the Board of Directors corporate governance principles

and practices; and

• reviewing with the Chief Executive Officer plans for succession to the offices of the

Company’s Chief Executive Officer.

The charter for our nomination and corporate governance committee allows the committee to

delegate its authority to subcommittees, as appropriate.

Nomination of Directors

Our Board of Directors believes that it should be composed of directors with a wide range of

complementary backgrounds, and that directors should, at a minimum, exhibit proven leadership

capabilities and possess experience at a high level of responsibility within their chosen fields. When

considering a candidate for director, the nomination and corporate governance committee considers

whether the directors, both individually and collectively, can and do provide the experience, judgment,

commitment, skills and expertise appropriate to lead the Company in the context of its industry. In addition,

the nomination and corporate governance committee considers a nominee’s expected contribution to skills,

background, experiences and perspectives, as well as whether such nominee could provide added value

to any of the committees of the Board of Directors, given the then existing composition of the Board of

Directors as a whole. The nomination and corporate governance committee also provides input and

guidance regarding the independence of directors, for formal review and approval by our Board of

Directors.

Prior to nominating a sitting director for re-election at an annual meeting of shareholders, in

addition to the factors described above, the nomination and corporate governance committee will consider

the director’s past attendance at, and participation in, meetings of the Board of Directors and the

committees on which the director sits, as well as the director’s formal and informal contributions to the

work of the Board of Directors and its committees. The nomination and corporate governance committee

will also consider feedback received during the annual committee assessment process, as well as general,

overall board assessments conducted from time to time. The nomination and corporate governance

committee considers each director nominee’s experience, judgment, commitment, skills and expertise

relevant to service on our Board of Directors.

When seeking candidates for director, the nomination and corporate governance committee may

solicit suggestions from incumbent directors, management, shareholders and others. Additionally, the

Board of Directors has in the past used and may continue to use the services of third-party search firms to

assist in the identification and analysis of appropriate candidates. For example, Stefanie Jay, who was

elected to our Board of Directors at the annual meeting of shareholders in 2025, was identified as a

candidate by our nomination and corporate governance committee and our Chief Executive Officer further

to a search launched by Spencer Stuart, a search firm. After conducting an initial evaluation of a

prospective candidate by said committee, each of the chairperson of said committee and the Chief

Executive Officer will interview that candidate if they believe the candidate might be suitable. The

chairperson or vice-chairperson of the Board of Directors or the lead independent director, if any, may also

ask the candidate to meet with certain members of executive management, and for the final candidate,

other members of the Board of Directors. If the nomination and corporate governance committee believes

a candidate would be a valuable addition to the Board of Directors, it may recommend to the Board of

Directors that candidate’s appointment or election, who, in turn, can submit the candidate for consideration

by the shareholders.

The nomination and corporate governance committee will consider candidates for director

recommended by a shareholder or group of shareholders who meet the requirements set forth in Articles L.

225-105 and R. 225-71 of the French Commercial Code. The nomination and corporate governance

committee will evaluate such recommendations applying its regular nomination criteria and considering the

additional information set forth below. Eligible shareholders wishing to recommend a candidate for

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nomination as a director are requested to send the recommendation in writing to: Board of Directors,

Criteo, 32 Rue Blanche, 75009 Paris, France. The nomination and corporate governance committee will

accept recommendations of director candidates throughout the year; however, in order for a recommended

director candidate to be considered by the nomination and corporate governance committee for nomination

to stand for election at an upcoming annual meeting of shareholders, the recommendation must be

received no fewer than 25 days prior to the date of the Company’s annual meeting of shareholders. A

shareholder recommendation must contain the following information:

• the text of the resolution to appoint the director candidate;

• a brief explanation of the reason for such recommendation;

• information about the director nominee set forth in Article R. 225-83 5 ○ of the French

Commercial Code; and

• an affidavit to evidence the requisite share holdings.

Further, any shareholder seeking to solicit proxies in support of director nominees other than the

Company’s nominees must comply with Rule 14a-19 under the Exchange Act, including by delivering a

notice to the Company which must (i) be received by the Company no later than 60 calendar days prior to

the anniversary date of the Company’s annual meeting of shareholders (assuming the current year’s

meeting is held within 30 days of such anniversary date); (ii) include the names of all director candidate

nominees for whom the shareholder intends to solicit proxies; and (iii) include a statement that such

shareholder intends to solicit the holders of shares representing at least 67% of the voting power of shares

entitled to vote on the election of directors in support of the director candidate nominees other than the

Company’s nominees. Any such notice should be sent (i) in writing, to: Board of Directors, Criteo S.A., 32

Rue Blanche, 75009 Paris, France; or (ii) by electronic notice, to: [email protected].

In connection with its evaluation of director candidates, the nomination and corporate governance

committee or the Board of Directors may request additional information from the candidate or the

recommending shareholder and may request an interview with the candidate. The nomination and

corporate governance committee has discretion to decide which individuals, if any, to recommend for

nomination as directors to the Board of Directors, provided that any such nomination will be reviewed by

the full Board of Directors. The Board of Directors then makes a recommendation to the shareholders.

Executive Sessions of Non‑Management Directors

In order to promote discussion among the non-management directors, regularly scheduled

executive sessions ( i.e. , meetings of non-management directors without management present) are held to

review such topics as the non-management directors determine.

Communications with the Board of Directors

The Board of Directors has established a process to facilitate communication between

shareholders and other interested parties and our directors. All communications by shareholders and other

interested parties can be sent to: Chief Legal and Transformation Officer, Criteo, 32 Rue Blanche, 75009

Paris, France. Communications are distributed to the Board of Directors or to any specific director(s), as

appropriate. Items unrelated to the duties and responsibilities of the Board of Directors or otherwise

unsuitable for distribution to the Board of Directors will be redirected.

Directors’ Attendance at Board, Committee and Annual Meetings

The Board of Directors held eight meetings (four of which were held by videoconference) during

2025 . Each incumbent director attended 100% of the aggregate of the meetings of the Board of Directors

and meetings held by all committees on which such director served during the portion of 2025 in which he

or she served, with the exception of Mr. de Pesquidoux (who did not stand for re-election following the

expiration of his term as director at the 2025 Annual General Meeting) and Mr. Komasinski, who were each

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absent and excused from one Board of Directors meeting. A director’s retainer fees are reduced if such

director does not attend 100% of the regularly-scheduled in-person quarterly meetings held by the Board

of Directors and committee meetings during the fiscal year, provided that each director is permitted to

attend one such in-person quarterly meeting telephonically or by video conference without his or her

retainer fees being reduced. In addition, a director may attend an in-person meeting telephonically or by

video conference without his or her retainer fees being reduced if such director is unable to attend in

person due to a change in the date or location of the physical meeting after the Board of Directors

establishes its meeting calendar for any particular fiscal year.

Directors are invited but not required to attend the annual meeting of shareholders. Mr. Komasinski

and Mr. Frederik van der Kooi attended the 2025 Annual General Meeting of Shareholders.

Succession Planning

Our Board of Directors deems succession planning a core responsibility that should involve collaboration

between the directors and the Chief Executive Officer. Our nomination and corporate governance

committee is primarily responsible for periodically reviewing with the current Chief Executive Officer plans

for succession to the office of the Company’s Chief Executive Officer and developing plans for interim

succession in the event of an unexpected occurrence. Following coordination with the current Chief

Executive Officer, the nomination and corporate governance committee will make recommendations to the

Board of Directors with respect to the selection of appropriate individuals to succeed to this position.

The compensation committee also has the responsibility to ensure that the Company considers a long-

term program for effective senior leadership development and succession, as well as short-term

contingency plans for emergencies and other normal contingencies, such as the termination of

employment or death or disability of certain senior leaders.

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Human Capital Management

We have a demonstrated history of commitment to the well-being and success of our workforce, and our

Company is driven by our core values of “open, together and impactful”.

As noted above in the description of the compensation committee's responsibilities, our compensation

committee has oversight of and periodically reviews the Company's strategies, initiatives and programs

with respect to the Company's culture, talent recruitment, development and retention and employee

engagement.

Talent Acquisition	Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent.
Learning and Development	We strive to provide exceptional training opportunities and development programs for our employees. In 2025, approximately 18,000 training hours were delivered to our employees. To assess and improve employee retention and engagement, we periodically survey employees and take action to address areas of employee concern. In 2025, we carried out three employee surveys, soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion.
Culture	As a global technology company, we believe that an inclusive culture is the cornerstone for driving creative collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment through how we hire, develop, reward and retain talent at Criteo. Our efforts to foster a positive culture and an inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups to encourage community, engagement and networking for all employees.
Health, Safety and Wellness	Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and support employees with their work life integration and believe that flexibility is an essential element to remain engaged, efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest potential.
Total Rewards	We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with reference to external market comparisons, internal equity and the relationship between management and non-management compensation. Our total compensation packages include base pay, performance-based incentives, long-term incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family leave, employee assistance and well-being programs among many others.

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RESOLUTIONS 1 TO 4:

ELECTION OF DIRECTORS

General

Pursuant to our by-laws and in accordance with French law, our Board of Directors must be

composed of between three and ten members. We currently have eight directors. Directors are elected,

re-elected and may be removed at a shareholders’ general meeting with the affirmative vote of the

majority of votes cast with respect to each Resolution. Currently, pursuant to our by-laws, our directors

are elected for two-year terms.

Our by-laws also provide, in accordance with French law, that our directors may be removed with

or without cause by the affirmative vote of the majority of votes cast at the relevant ordinary shareholders’

meeting. In addition, our by-laws provide, in accordance with French law, that any vacancy on our Board

of Directors resulting from the death or resignation of a director may be filled by vote of a majority of our

directors then in office, provided there are at least three directors remaining, and provided further that

there has been no shareholders’ meeting since such death or resignation. Directors chosen or appointed

to fill a vacancy are elected by the Board of Directors for the remaining duration of the current term of the

replaced director. The appointment must be ratified at the shareholders’ general meeting following such

election by the Board of Directors. In the event the Board of Directors is composed of less than three

directors as a result of vacancies, the remaining directors shall immediately convene a shareholders’

general meeting to elect one or several new directors in order for there to be at least three directors

serving on the Board of Directors at any given time, in accordance with French law.

The following table sets forth information regarding each continuing director and director

nominee, including his or her age, as of March 31, 2026 .

Name	Age	Current Position	Director Since	Term Expiration Year
Michael Komasinski	55	Director	2025	2026
Nathalie Balla (1)(3)	58	Director	2017	2027
Stefanie Jay (1)	47	Director	2025	2027
Frederik van der Kooi (2)	59	Chairperson	2023	2027
Marie Lalleman (2)	61	Director	2019	2026
Edmond Mesrobian (3)	65	Director	2017	2026
Rachel Picard (2)	59	Director	2017	2027
Ernst Teunissen (1)(3)	60	Director	2024	2026

(1)	Member of the audit committee.
(2)	Member of the nomination and corporate governance committee.
(3)	Member of the compensation committee.

Mr. Mesrobian, while not a formal audit committee member, attended three committee meetings

in 2025 to advise the audit committee on matters of cybersecurity. I n addition, pursuant to French

ordinance no. 2017-1386, Criteo has a social and economic committee ( comité social et économique ) that

includes the employer and a staff delegation composed of representatives elected among the employees.

Our social and economic committee was formed in May 2019 and replaced the former works council

( comité d’entreprise ). Two of these representatives are entitled to attend all meetings of the Board of

Directors and meetings of the shareholders in an observer capacity.

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Director Nominees

The Board of Directors, based on the recommendation of the nomination and corporate

governance committee, has nominated Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian

to be elected as directors at the Annual General Meeting.

Each of the nominees for director to be elected at the Annual General Meeting, currently serves

as a director of the Company. Each director elected or re-elected at the Annual General Meeting will hold

office until the 2028 Annual General Meeting. Each director elected at the Annual General Meeting will

serve until his or her successor is duly elected and qualified.

If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable

for election, and as a consequence thereof other nominees are designated, then the persons named in

the proxy or their substitutes will have the discretion and authority to vote or to refrain from voting for

other nominees in accordance with their judgment.

Given the unique and indispensable skills and expertise, and the dedication and value that each

of Mr. Komasinski, Ms. Lalleman, Mr. Teunissen and Mr. Mesrobian bring to our Board of Directors, we

request that, pursuant to Resolutions 1 through 4, you approve:

• the renewal of the term of office of Mr. Komasinski;

• the renewal of the term of office of Ms. Lalleman;

• the renewal of the term of office of Mr. Teunissen; and

• the renewal of the term of office of Mr. Mesrobian.

For the full text of Resolutions 1 to 4, please see Annex A.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

RESOLUTIONS 1 TO 4.

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DIRECTOR COMPENSATION

Director Compensation Table

The following table sets forth compensation information for each person who served as a non-

employee member of our Board of Directors during 2025. Mr. Komasinski, who served as our Chief

Executive Officer and as a member of the Board of Directors during 2025, is not included in this table, as

he was not entitled to director compensation due to his service as an executive officer of the Company.

The compensation received by Mr. Komasinski for 2025 is described under “Executive Compensation—

Compensation Discussion and Analysis–Elements of Executive Compensation Program” and under

“Executive Compensation–Summary Compensation Table” and the tables that follow.

Name	Fees Earned or Paid in Cash ($) (1)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($) (2)	Total ($)
Nathalie Balla (3)	263,220	—	—	—	—	38,638	301,858
Stefanie Jay	127,250	—	—	—	—	18,679	145,929
Frederik van der Kooi	336,732	—	—	—	—	120,818	457,550
Marie Lalleman (4)	243,400	—	—	—	—	104,314	347,714
Edmond Mesrobian (5)	260,495	—	—	—	—	38,238	298,733
Hubert de Pesquidoux (6)	32,700	—	—	—	—	4,800	37,500
Rachel Picard	282,196	—	—	—	—	121,447	403,643
Ernst Teunissen	273,030	—	—	—	—	40,078	313,108

(1)	These amounts include cash required to be used by the directors to purchase Criteo shares on the open market pursuant to the terms of our Independent Director Compensation Plan. Such shares, once purchased, are subject to a two-year holding period. The net amount of cash paid to the directors to purchase Criteo shares on the open market was $200,000 for each of Ms. Balla, Ms. Lalleman, Mr. Mesrobian and Mr. Teunissen, $248 750 for Mr. van der Kooi, $240 000 for Ms. Picard, and $100,000 for Ms. Jay. The total number of shares purchased by Ms. Balla, Ms. Jay, Mr. van der Kooi, Ms. Lalleman, Mr. Mesrobian, Ms. Picard, and Mr. Teunissen pursuant to this program during 2025 was 6,450, 4,444, 7,701, 6,270, 6,172, 8,276, and 6,177, respectively.
(2)	The amounts reported in the “All Other Compensation” column reflect gross-ups to the cash amounts paid to the directors on account of withholding taxes in the total amount of $38,638 for Ms. Balla, $18,679 for Ms. Jay, $58,566 for Mr. van der Kooi, $44,507 for Ms. Lalleman, $38,238 for Mr. Mesrobian, $4,800 for Mr. de Pesquidoux, $51,666 for Ms. Picard, and $40,078 for Mr. Teunissen, and gross-ups in respect of social contributions in the amount of $62,251 for Mr. van der Kooi, $59,807 for Ms. Lalleman, and $69,780 for Ms. Picard.
(3)	The cash portion of Ms. Balla’s remuneration for her service as a director (other than with respect to the additional remuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and €1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Balla’s remuneration.
(4)	The cash portion of Ms. Lalleman’s remuneration for her service as a director (including with respect to the additional remuneration described in footnote (1) was paid in euros rather than U.S. dollars. For purposes of this disclosure, such amount has been converted from euros to U.S. dollars at a rate of €1.00 = $1.0411, €1.00 = $1.1376, €1.00 = $1.1756 and €1.00 = $1.1593, which represent the respective exchange rates on the dates of payment of Ms. Lalleman’s remuneration.
(5)	The cash portion of Mr. Mesrobian's remuneration for his service as a director includes $9,375 for his participation in three audit committee meetings due to his expertise in matters of cybersecurity.
(6)	Mr. de Pesquidoux’s term as director expired at the 2025 Annual General Meeting, and he did not stand for re-election.

Independent Director Compensation

The compensation committee is responsible for reviewing and recommending the compensation

for the independent members of our Board of Directors for approval. The compensation committee

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reviews our independent director compensation periodically and, with the assistance of its independent

compensation consultant, Compensia, Inc. (“Compensia”), designs and updates director compensation to

maintain competitive but reasonable compensation levels and structures.

In making decisions regarding independent director compensation, the compensation committee

considers a competitive market analysis provided by Compensia based on compensation data regarding

independent director compensation at the companies in our compensation peer group (the composition of

our compensation peer group is described below under “Executive Compensation–Compensation

Discussion and Analysis”). Total average compensation for each of our independent directors is generally

targeted at the median of our peer group’s total average director compensation.

For fiscal year 2025 , Compensia conducted a review of our independent director compensation

program compared to the competitive market based on the compensation peer group. See “Executive

Compensation—Compensation Discussion and Analysis” for details on the composition of our

compensation peer group. Based on this review, we maintained the same independent director

compensation structure for fiscal year 2025 that was in place for 2024 . However, due to the change of the

Chairperson of the Board that was approved by the Nomination and Corporate Governance Committee

and Compensation Committee on April 9, 2025, the remuneration of the Chairperson of the Board was

amended as indicated below. The following table sets forth a summary of Compensia’s review of the

Company’s target annual independent director compensation for fiscal year 2025 :

(1) In connection with Mr. van der Kooi’s appointment as chairperson of the Board of Directors effective April 9, 2025, the Board of

Directors changed the Total Additional Compensation from $205,000 to $110,000 in part to better align with market peers.

(2) Excludes “All Other Compensation” as quantified in the Director Compensation Table above.

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The components of independent director compensation for 2025 were as follows:

Compensation Element	Director Compensation
Annual cash remuneration - Chairperson (1)	$95,000
Annual cash remuneration - other non- employee directors (1)	$50,000
Annual equity award - Chairperson (2)(3)	$265,000 in shares purchased on the open market that are subject to a two-year holding period (4)
Annual equity award - Vice-chairperson (if applicable) (2)(3)	$250,000 in shares purchased on the open market that are subject to a two-year holding period (4)
Annual equity award - other non-employee directors (2)(3)	$200,000 in shares purchased on the open market that are subject to a two-year holding period (4)
Committee membership remuneration (1)	$12,500 for audit committee $10,000 for compensation committee $6,000 for nomination and corporate governance committee
Committee Chair remuneration (1)	$25,000 for audit committee $20,000 for compensation committee $12,000 for nomination and corporate governance committee
New director equity award (one-time grant) (2)(4)	$200,000 in shares purchased on the open market that are subject to a two-year holding period
Vice chairperson remuneration (if applicable)	$20,000
(1) Cash remuneration paid to directors is contingent, subject to limited exceptions described below, on attendance at 100% of the four scheduled in-person ordinary Board of Directors’ meetings and four scheduled in-person ordinary committee meetings and are reduced pro-rata to the extent of any absence from such meetings taken as a whole; provided (i) directors are allowed to attend one meeting per year (where in-person attendance otherwise would be required) by telephone or video conference without their 100% participation rate being affected, and (ii) in the event that a regularly scheduled in-person Board of Directors’ or Committees’ meeting is changed during the course of the year, a director’s attendance at such meeting by telephone or video conference will not affect his or her 100% participation rate.
(2) The equity attendance remuneration (both the initial grant and annual grant) must be used to purchase our shares on the open market and such shares are subject to a two-year holding period. The amount shown is grossed up to take into account: (i) when allocated to non-French residents (other than the chairperson), a withholding tax of 12.8% payable by the Company; (ii) when allocated to French residents (other than the chairperson), a withholding tax of 12.8% ( prélèvements obligatoires ) and social contributions of 17.2% ( prélèvements sociaux ) payable by the Company ( i.e. , 30% in total); and (iii) when allocated to a French or non-French resident who is also the chairperson, a withholding tax of 12.8% ( prélèvements obligatoires ) and social security contributions of up to 23% ( cotisations de sécurité sociale) payable by the Company, if due.
(3) Directors do not receive the annual equity attendance remuneration for the fiscal year in which they join the Board of Directors.
(4) Prorated for directors who join during the year.

The compensation committee believes that a combination of cash and equity (via open market

purchases) is the best way to attract and retain directors with the background, experience and skills

necessary for a company such as ours, and is in line with our industry’s practice. Pursuant to French law,

non-employee or independent directors may not be granted stock options or RSUs. Accordingly, in 2025

and in previous years, we paid our independent directors additional remuneration for the purpose of

purchasing Criteo shares on the open market. We believe the additional remuneration that we pay to

directors to facilitate their investment in Company securities is a key element of our independent director

compensation aligned with our strategy to remain competitive against our peers in the advertising

technology and broader technology industries.

In order to facilitate the investment in Criteo securities, in 2025 each independent member of our

Board of Directors received (i) an initial grant of $200,000 to purchase shares of Criteo stock on the open

market upon being appointed and (ii) for each subsequent fiscal year, an annual grant of $200,000 (for

our general independent directors), $250,000 (for our vice-chairperson, if applicable) or $265,000 (for our

chairperson) to purchase shares of Criteo stock on the open market. The payment of this additional

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remuneration constitutes taxable compensation to these directors and is grossed up for certain

withholding taxes and social security charges. The payment of this remuneration is assuming the

independent director has attended 100% of the board’s scheduled in-person meetings for that year and it

is reduced proportionately for any scheduled in-person meetings during that fiscal year that they do not

attend.

All such securities purchased on the open market by the independent directors are subject to a

two-year holding period intended to function as a vesting period during which the director bears the risk of

loss. Each independent director may elect to keep up to 30% of such remuneration in cash to pay his or

her personal taxes or social security charges that arise in connection with such cash remuneration and to

purchase securities with the remaining amount of cash received.

Utilizing this method of cash remuneration followed by purchases of securities on the open

market allows our independent directors to continue to acquire and hold Criteo equity but without any

resulting incremental shareholder dilution.

Non-Employee Director Share Ownership Guidelines

We maintain share ownership guidelines for our non-employee directors (including the

chairperson of our Board of Directors). Pursuant to these guidelines, each non-employee director is

required to own Company securities equal to the lesser of (i) 17,308 shares or (ii) the amount of shares

that have a fair market value equal to five times such board member’s annual cash retainer, disregarding

any additional fees paid for specific leadership roles or committee membership. The non-employee

directors are required to meet the applicable ownership requirements within five years of becoming

subject to them. If required share ownership is not satisfied within five years, the individual must retain

100% of any shares resulting from vested non-employee director warrants or his or her purchase of

shares, until the guidelines are met.

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EXECUTIVE OFFICERS

The following table sets forth information regarding our current executive officers, including their

ages, as of March 31, 2026 :

Name	Age	Position(s)
Michael Komasinski	55	Chief Executive Officer
Sarah Glickman	57	Chief Financial Officer
Ryan Damon	53	Chief Legal and Transformation Officer

Michael Komasinski was appointed as our Chief Executive Officer and a member of our Board of

Directors effective as of February 15, 2025. Mr. Komasinski brings over 20 years of AdTech expertise and

a proven track record of driving accelerated growth, AI-driven innovation, and scale. Throughout his

career, Mr. Komasinski has gained significant data-driven technology expertise and vast retail media

experience. From July 2023 to February 2025, Mr. Komasinski served as CEO of the Americas, President

of Global Data & Technology, and member of the Group Executive Management team at dentsu, one of

the largest global advertising holding companies. Mr. Komasinski joined dentsu through its acquisition of

Merkle in 2016 and led both the EMEA and Americas regions before becoming Global CEO of Merkle in

November 2021. Mr. Komasinski previously served in leadership positions at Razorfish, Schawk Retail

Marketing, The Nielsen Company, and A.T. Kearney. Mr. Komasinski is a board member of the Ad Council

and the Interactive Advertising Bureau (IAB). Mr. Komasinski holds a Bachelor of Science degree in

Engineering and Philosophy from Vanderbilt University and an MBA degree from Indiana University's

Kelley School of Business.

Sarah Glickman has served as our Chief Financial Officer and Principal Accounting Officer since

August 2020. Ms. Glickman oversees the Company’s finance, procurement and corporate

communications organization. Ms. Glickman previously served as Acting Chief Financial Officer for 20

months at XPO Logistics, a Fortune 200 company and leading provider of transportation and logistics

solutions, where she previously served as Senior Vice President, Corporate Finance and Transformation.

Prior to XPO Logistics, Ms. Glickman held operational Chief Financial Officer roles at Novartis and

Honeywell International. Ms. Glickman started her career at PricewaterhouseCoopers before taking a

finance executive role at Bristol-Myers Squibb. Ms. Glickman has served on the board of directors of

AptarGroup, Inc., a global designer and manufacturer of consumer product dosing, dispensing and

protection technologies, since September 2023. Ms. Glickman has served on the board of directors of

2seventy bio, Inc., an emerging immuno-oncology company, from November 2021 to May 2025. Ms.

Glickman is a U.K. Fellow Chartered Accountant, has a U.S. CPA, with a degree in economics from the

University of York, England. She has extensive global experience in strategic decision making and leading

transformative change, including M&A, with a strong focus on execution, including strong financial

performance and operational excellence.

Ryan Damon has served as our Chief Legal and Transformation Officer (and previously Chief

Legal and Corporate Affairs Officer) since August 2018. In addition to overseeing the Company’s legal,

compliance and public affairs organization, Mr. Damon is responsible for driving transformation initiatives

that support Criteo’s Commerce Media Platform vision and execution roadmap, including Criteo’s trading

infrastructure and custom capabilities. Prior to joining Criteo, Mr. Damon was with Riverbed Technology

for 11 years, where he spent his last three years as Senior Vice President, General Counsel and

Secretary, leading legal and corporate development and Riverbed’s take-private with Thoma Bravo. Mr.

Damon has held senior legal roles at Charles Schwab and was an attorney with the law firm

of Gunderson Dettmer in Silicon Valley, representing start-up technology companies and venture capital

investors. Mr. Damon started his career as a software programmer with Edison International. Mr. Damon

received a B.A. in Geography with a Specialization in Computing from the University of California at Los

Angeles and a J.D. from the University of California, Hastings.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

The following compensation discussion and analysis provides comprehensive information and

analysis regarding our executive compensation program for 2025 for our named executive officers and

provides context for the decisions underlying the compensation reported in the executive compensation

tables in this proxy statement. For 2025 , our named executive officers included (i) our principal executive

officer; (ii) our former principal executive officer who served during a portion of fiscal year 2025, (iii) our

principal financial officer; (iv) our other executive officer, other than the principal executive officer and the

principal financial officer, who was serving as of the end of the fiscal year; and (v) our former executive

officer who served during a portion of fiscal year 2025. Unless otherwise noted, titles referred to in this

section are as of December 31, 2025 . For the year ended December 31, 2025 , our named executive

officers were:

Michael Komasinski	Chief Executive Officer (principal executive officer)
Megan Clarken	Former Chief Executive Officer (principal executive officer)
Sarah Glickman	Chief Financial Officer (principal financial officer)
Ryan Damon	Chief Legal and Transformation Officer
Brian Gleason	Former Chief Revenue Officer and President, Retail Media

We believe that we have a strong team of executives with the ability to execute our strategic and

operational priorities. The combination of strong executive leadership and highly talented and motivated

employees played a key role in our solid financial performance in 2025 , as described below.

2025 Financial and Operating Results

We are a global commerce intelligence platform that drives performance for brands, agencies,

retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual

transactions and two decades of AI innovation, we help companies across the ecosystem make smarter

decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With

thousands of clients and deep partnerships across global retail and digital commerce, we provide the

technology and insights businesses need to compete and grow.

2025 Financial Results:

In 2025, the financial results of our two reportable segments: Performance Media and Retail

Media, included the following highlights:

• Revenue increased by 1%, or was flat at constant currency, from $1,933 million in 2024 to $1.945

billion in 2025. This was driven by Retail Media growth and partially offset by flat revenue in

Performance Media;

• Gross profit increased 7% year-over-year, from $983 million in 2024 to $1,049 million in 2025;

• Contribution excluding traffic acquisition costs, which we refer to as Contribution ex-TAC, which is

a non-GAAP financial measure, increased by 5% year-over-year, or 4% at constant currency,

from $1,121 million in 2024 to $1,175 million in 2025;

• Retail Media Contribution ex-TAC grew 2% year-over-year (or 2% on a constant currency basis)

and same-retailer Contribution ex-TAC retention was 112% in 2025 excluding the scope reduction

from our largest client;

2 Free Cash Flow, defined as cash flow from operating activities less acquisition of intangible assets, property, plant and equipment,

is a non-GAAP financial measure. For the year 2025, Free Cash Flow is calculated by considering Cash Flow from Operating

Activities of $311 million and a $101 million usage for net additions to intangible assets, property, and equipment. For a reconciliation

from operating activities to free cash flow, please see Annex D.

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• Performance Media Contribution ex-TAC increased 6% year-over-year (or 4% on a constant

currency basis);

• Net income increased by 30% year-over-year from $115 million in 2024 to $149 million in 2025;

• Adjusted EBITDA, which is a non-GAAP financial measure, increased by 4% from $390 million in

2024 to $407 million in 2025; and

• Cash from operating activities was $311 million and Free Cash Flow amounted to $211 million in

Contribution ex-TAC and Adjusted EBITDA are non-GAAP measures. Contribution ex-TAC is a

profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue

and reconciled to gross profit through the exclusion of other cost of revenue. We define Adjusted EBITDA

as our consolidated earnings before financial income (expense), income taxes, depreciation and

amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service

costs, certain restructuring, integration and transformation costs, certain acquisition-related costs and a

loss contingency related to a regulatory matter. Traffic acquisition costs consist primarily of purchases of

impressions from publishers on a CPM basis. We purchase impressions directly from publishers or third-

party intermediaries, such as advertising exchanges. We recognize cost of revenue on a publisher by

publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our consolidated

statements of financial position as trade payables. Please refer to “Item 7. Management’s Discussion and

Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the

fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026 on page 57 for a

reconciliation of gross profit to Contribution ex-TAC and at page 72 for a reconciliation of net income to

Adjusted EBITDA, in each case the most directly comparable financial measure calculated and presented

in accordance with U.S. GAAP. Constant currency measures exclude the impact of foreign currency

fluctuations and are computed by applying the 2024 average exchange rates for the relevant period to

2025 figures. A reconciliation is provided in “Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations” of our 2025 Annual Report on Form 10-K at page 68 in the section

entitled “Constant Currency Reconciliation.”

The following charts show the change in our revenue, Contribution ex-TAC, gross profit, net

income, Adjusted EBITDA and cash flow from operating activities over the past three years:

3 Media spend is defined as the sum of working media spend allocated to Retail Media campaigns and media spend activated on

behalf of Performance Media clients.

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Operational Metrics:

• Criteo's media spend 3 activated by the Commerce AI Platform for marketers and media owners

was over $4.3 billion in 2025;

• Criteo had approximately 740 million Daily Active Users (DAUs), or more than three billion DAUs

across channels, including social;

• We ended the year with approximately 17,000 clients globally, while maintaining an average client

retention rate (as measured on a quarterly basis) of approximately 90% over the past three years;

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Executive Compensation Highlights for 2025

Highlights of our executive compensation program for 2025 include the following:

• We continue to maintain rigorous short- and long-term incentive compensation programs for our

executive officers to ensure fair ongoing pay-for-performance outcomes and strong alignment

with our shareholders:

• We paid out annual incentives to our active named executive officers at 96%-101% of target

based primarily on our achievement of quantitative Company financial performance metrics along

with the named executive officers’ achievement of qualitative objectives;

• We updated our compensation peer group to maintain alignment with key attributes of the

Company (including our industry, market capitalization and certain financial metrics, including

annual revenue and annual revenue growth), and determined executive compensation levels with

reference, in part, to these reasonably comparable groups;

• We continued the practice by which a majority of our executive officers’ target total direct

compensation opportunity is performance-based and variable paid in the form of both short-term

incentives and long-term equity-based incentives, including performance-based stock units

(“PSUs”) and time-vesting restricted stock units (“RSUs”). Our long-term equity incentive awards

vest over four years for RSUs and three years for PSUs, and provide executives with

differentiated payout opportunities tied to growth in Company value over time or achievement of

measurable, objective, pre-established performance goals; and

• We maintained changes from 2024 to our long-term incentives (“LTI”) programs for our executive

officers designed to align with long-term shareholder interests, such as linking the majority to

performance conditions, keeping rigorous time and ownership requirements, and retaining

relative TSR as a strategic performance metric for 50% of the PSUs awarded to such executive

officers.

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Executive Compensation Policies and Practices

We maintain several policies and practices, including compensation-related corporate

governance standards, consistent with our executive compensation philosophy:

What We Do	What We Don’t Do
ü Performance-based equity incentives with long-term vesting requirements ü Strong percentage of executive equity granted in the form of performance-based annual incentives ü Caps on performance-based cash and equity compensation payouts ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external analysis of competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return along with relative TSR performance ü Four-year equity award vesting periods for RSUs, three-year performance period for certain of our PSUs ü Clawback policy requiring recoupment of erroneously awarded incentive-based compensation paid to executive officers if our financial statements are the subject of an accounting restatement that complies with applicable SEC and Nasdaq rules ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Stringent non-employee director share ownership requirement guidelines	û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits û No employment agreements with executive officers that contain guaranteed salary increases, bonuses, or equity compensation rights û No discounted stock options or option re- pricings without shareholder approval û No payment or accrual of dividends on unvested stock options, PSU or RSU awards

What We Do

What We Don’t Do

ü Performance-based equity incentives with long-term vesting requirements ü Strong percentage of executive equity granted in the form of performance-based annual incentives ü Caps on performance-based cash and equity compensation payouts ü Annual compensation program review and, where appropriate, alignment with our compensation peer group; review of external analysis of competitive market data when making compensation decisions ü Significant portion of executive compensation contingent upon corporate performance, which directly influences shareholder return along with relative TSR performance ü Four-year equity award vesting periods for RSUs, three-year performance period for certain of our PSUs ü Clawback policy requiring recoupment of erroneously awarded incentive-based compensation paid to executive officers if our financial statements are the subject of an accounting restatement that complies with applicable SEC and Nasdaq rules ü Prohibition on short sales, hedging of stock ownership positions and transactions involving derivatives of our ADSs ü Limited executive perquisites ü Independent compensation consultant engaged by our compensation committee ü Annual board and committee self-evaluations ü Rigorous Section 16 executive officer share ownership requirement guidelines ü Stringent non-employee director share ownership requirement guidelines

û No “single-trigger” change of control benefits û No post-termination retirement or pension non-cash benefits or perquisites for our executive officers that are not available to our employees generally û No tax “gross-ups” for change of control benefits û No employment agreements with executive officers that contain guaranteed salary increases, bonuses, or equity compensation rights û No discounted stock options or option re- pricings without shareholder approval û No payment or accrual of dividends on unvested stock options, PSU or RSU awards

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New Hire Package and Year One Compensation for New CEO

Michael Komasinski joined Criteo as CEO on February 15, 2025, bringing over 20 years of

advertising industry expertise and a proven track record of driving accelerated growth, AI-driven

innovation, and scale. In formulating his compensation package, the compensation committee, together

with the Board of Directors, reviewed carefully what it would take to attract, motivate and retain a

recognized leader of Mr. Komasinski’s caliber, while considering closely competitive market data and

practice in our peer group and the broader AdTech sector.

The compensation committee designed a compensation package that would remain consistent

with Criteo’s executive compensation practices, linking the majority of CEO compensation to performance

with clear metrics. Over 80% of the total target compensation opportunity was in equity with a long-term

focus and alignment with shareholder outcomes, with 70% of this equity initially tied to performance, half

based on strategic financial targets, and the other half based on relative total shareholder return. A

number of new-hire one-time compensation elements were also provided, largely intended to cover

compensation that Mr. Komasinski would forfeit in leaving his previous employer. A summary table is

provided below.

The primary challenge in setting Mr. Komasinski’s starting compensation at Criteo involved

shifting him from a significantly different pay mix which was heavily cash-focused in his previous agency

role, where he was a well-established and recognized top executive.

In order to respect the Company’s policies and market practice, upon joining the Company, Mr.

Komasinski was asked to make a significant trade-off between fixed and total cash income and the upside

potential but increased risk of long-term equity-based compensation. Such a change could only be

attractive and reasonable if certain assumptions around the equity compensation plan were satisfied.

When it became apparent early in Mr. Komasinski’s tenure as CEO that the initial assumptions around his

equity compensation package were impaired, the Board of Directors initiated discussions about possible

one-time measures that could be implemented to meet the parties’ initial expectations about Mr.

Komasinski’s initial compensation opportunity, but still maintain strong longer-term accountability for

Company performance and investor alignment.

2025 CEO Compensation — Component	Amount	Comments
Annual Base Salary	$750,000	Pro-rated for 2025, this was set in line with market of the Company’s peer group but still significantly below Mr. Komasinski’s base salary with his previous employer.
Target Annual Cash Bonus	100% of base, maximum 200%	Cash bonus comprised of 80% on financial metrics and 20% on individual strategic objectives. This bonus added to base salary resulted in a total target cash compensation near the midpoint of CEOs in the Company’s peer group.
Annual Equity Award 2025	$5,000,000 (1) at target (30% RSUs, 35% Financial PSUs and 35% Relative TSR-based PSUs)	RSUs with 4 year vesting & PSUs with 3 year vesting.

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One-time New Hire Items — Sign-on Bonus	$1,000,000	Sign-on bonus included a repayment obligation of the full amount in the event of resignation or termination for cause in first 12 months. Most of this bonus was intended to replace $900,000 in estimated forfeited value of annual cash incentive from Mr. Komasinski’s previous employer.
One-Time Sign-on Addition	$100,000	This additional one-time cash bonus was to cover unforeseen out-of-pocket expenses to Mr. Komasinski that resulted from changing from his previous employer’s benefits plans. These added costs were only confirmed after he had joined Criteo.
Sign-on Equity Award	$2,000,000 (1) (divided as 2025 award above)	Vesting as 2025 award above. This was also intended to replace the estimated value of outstanding long-term incentives that Mr. Komasinski forfeited when he left his prior employer.
Exceptional in-year Retention
One-Time Additional Equity Award	$2,500,000 (1) all RSUs	A one-time corrective action. See below for additional details.

(1) Represents the intended value of the grant at the time of the decision by the Board of Directors. Actual grant date

fair value may differ slightly.

As described above, Mr. Komasinski’s initial equity award upon joining the Company was heavily

performance-based (the “Performance-Based New Hire Award,” collectively with the time-based new hire

award, the “New Hire Awards”), and a significant part of this equity compensation was intended to

compensate a decrease in cash compensation from his previous employment. Early in Mr. Komasinski’s

time as CEO, a precipitous decline in the Company’s share price (from a peak of $45.50 on February 7,

2025 the week before he started, dropping to $38.81 by the end of February 2025, and to $23.83 by the

end of Q2 2025) caused a substantial portion of his new hire package to lose value in a very short period

of time. If Mr. Komasinski had joined just a few months later, the situation would have been very different .

The Board of Directors, following extensive consideration and analysis, determined that, due to

changes in market, including a general decline in the AdTech sector, and Company conditions, such as

the decrease in scope with two specific Retail Media clients, as communicated soon after Mr. Komasinski

joined in Q1 2025, all unrelated to his performance as CEO and occurring well before his actions could

have any impact, the incentive value of the New Hire Awards had fallen substantially below the level

originally intended to ensure a market competitive total direct compensation opportunity for a newly hired

CEO assuming the role and responsibilities of a global corporation, and accordingly no longer served our

motivational and retention objectives, presenting the Board of Directors with significant enterprise risk.

The Board of Directors therefore decided on December 19, 2025 to take two highly exceptional,

one-time measures to address these concerns while maintaining reasonable market alignment and

appropriate focus on go-forward, longer term business priorities, effective alignment of his target total

direct compensation and our business performance and satisfy our retention objectives:

• Grant a one-time award valued at $2,500,000 in time-vesting RSUs to cover a portion of the loss

in value of Mr. Komasinski’s target new hire award, with 3 year vesting. Note that with this

addition, the majority of the grant date value of all of Mr. Komasinski’s equity awards in 2025 will

still be tied to performance (see pay mix graphic in section below) to maintain strong pay-for-

performance alignment; and

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• Strengthen focus on future company financial performance by converting his 2025 relative TSR-

based PSUs to financial PSUs with half based on 2026 plan metrics, and half on 2027 plan

metrics, preserving the same original total vesting schedule. These metrics for 2026 are focused

on top-line growth, as a strategic priority for the Company.

In order to maintain consistency with shareholders’ experience, these cumulative changes were

intended to restore Mr. Komasinski’s compensation to an adequate level, but not to compensate the full

loss in value at the current share price.

Note that the Board of Directors is committed to maintaining a strong link between CEO and

executive compensation and total shareholder return performance, and that the CEO’s equity grant for

2026 will again include a significant relative TSR component.

Executive Pay Mix

The charts below show the target total pay mix for each of Mr. Komasinski, our Chief Executive

Officer, Ms. Clarken, our former Chief Executive Officer, Ms. Glickman, our Chief Financial Officer, Mr.

Damon, our Chief Legal and Transformation Officer and Mr. Gleason, our former Chief Revenue Officer

and President, Retail Media. The long-term compensation presented below is based on grant date fair

values, and there is no assurance that these amounts will reflect their actual economic value or that such

amounts will ever be realized.

The charts illustrate the overall predominance of performance-based compensation and variable

(as opposed to fixed) long-term incentive compensation through performance-based annual incentives

and equity awards in our executive compensation program. We believe that this weighting of components

allows us to reward our executives for achieving or exceeding our financial, operational and strategic

performance goals, and align our executives’ long-term interests with those of our shareholders.

Chief Executive Officer Michael Komasinski’s sign-on equity grant consisted of 70% PSUs. The above

pay mix chart, however, also includes the one-time, additional RSUs granted to Mr. Komasinski in

December 2025 (for more information, please see “Compensation Discussion and Analysis—New

Hire Package and Year One Compensation for New CEO”) which decreased the overall percentage of

PSUs reflected in the above chart but maintained a majority of the equity grant value tied to

performance.

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The retirement of former Chief Executive Officer, Megan Clarken, was announced and the terms of

her separation as reflected in her Transition Agreement (for more information, please see

“Compensation Discussion and Analysis - Executive Employment Agreements”), were determined

before the 2025 equity grant cycle. Accordingly, Ms. Clarken only received cash compensation and

benefits during fiscal year 2025.

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For more information on the pay mix for our named executive officers, please see “Compensation

Tables—Summary Compensation Table.”

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Compensation Philosophy and Objectives

Pay for Performance

Our philosophy in setting compensation policies for our executive officers has four fundamental

objectives:

ü to attract and retain a highly skilled team of executives in competitive markets;

ü to reward our executives for achieving or exceeding our financial, operational and strategic

performance goals;

ü to align our executives’ long-term interests with those of our shareholders; and

ü to provide compensation packages that are both competitive and reasonable relative to our

peers and the broader competitive market.

The compensation committee and the Board of Directors believe that executive compensation

should be directly linked both to annual achievements in corporate performance and to accomplishments

that are expected to increase shareholder value over time. Historically, the Board of Directors has

compensated our executive officers through three direct compensation components: base salary, an

annual incentive bonus opportunity and long-term equity-based incentive compensation. The

compensation committee and the Board of Directors believe that cash compensation in the form of base

salary and an annual incentive bonus opportunity provides our executive officers with short-term rewards

for success in operations, and that long-term incentive compensation in the form of equity awards

increases retention and aligns the objectives of our executive officers with those of our shareholders with

respect to long-term performance. Since 2021, long-term equity compensation for our executive officers

has consisted of RSU and PSU awards, though a stock option plan remains available for future equity

award consideration. For more information, please see “—Long-Term Incentives.”

Participants in the Compensation Process

Role of the Compensation Committee and the Board of Directors

In accordance with French law, committees of our Board of Directors have an advisory role for

matters falling into the competence of the Board of Directors under French law and can only make

recommendations to our Board of Directors in this respect. As a result, while our compensation committee

is primarily responsible for our executive compensation program, including establishing our executive

compensation philosophy and practices, as well as determining specific compensation arrangements for

the named executive officers, final approval by our Board of Directors is required on such matters. The

Board of Directors’ decisions and actions regarding executive compensation referred to throughout this

Compensation Discussion and Analysis are made following the compensation committee’s

comprehensive in-depth review, analysis and recommendation.

The Board of Directors approves the performance goals recommended by the compensation

committee under the Company’s annual and long-term incentive plans and the level of achievement by

our executive officers of these goals. While the compensation committee draws on a number of

resources, including, input from our Chief Executive Officer (other than with respect to the Chief Executive

Officer’s own compensation), and Compensia, the compensation committee’s independent compensation

consultant, to make decisions regarding our executive compensation program, the compensation

committee is responsible for making the ultimate recommendation to be approved by the Board of

Directors. The compensation committee relies upon the judgment of its members in making

recommendations to the Board of Directors after considering several factors, including recommendations

of the chairperson of the Board of Directors and the Chief Executive Officer with respect to the

compensation of executive officers (other than with respect to the Chief Executive Officer’s own

compensation), Company and individual performance, perceived criticality, retention objectives, internal

fairness, current compensation opportunities as compared to similarly situated executives at peer

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companies (based on a review of competitive market analyses prepared by Compensia) and other factors

as it may deem relevant.

Role of Compensation Consultant

The compensation committee retains the services of Compensia as its independent

compensation consultant. The mandate of the compensation consultant includes assisting the

compensation committee in its review of executive and director compensation practices, including

analysis of competitive market data and practices and the competitiveness of our executive officer pay

levels, design of the Company’s annual and long-term incentive compensation plans, and executive

compensation design. The compensation committee is responsible for oversight of the work of

Compensia and annually evaluates the performance of Compensia. The compensation committee has

discretion to engage and terminate the services provided by Compensia.

At its meeting in October 2025 , the compensation committee assessed the independence of

Compensia pursuant to SEC and Nasdaq rules and concluded that no conflict of interest exists that would

prevent Compensia from serving as an independent consultant to the compensation committee.

Role of Chief Executive Officer

In 2025, Mr. Komasinski, who has served as our Chief Executive Officer since February 15, 2025,

attended compensation committee meetings and worked with the chair of the compensation committee

and Compensia to develop compensation recommendations for the executive officers (excluding Mr.

Komasinski), based upon individual experience and breadth of knowledge, individual performance during

the year and other relevant factors listed above. The compensation committee works directly with

Compensia to recommend to the Board of Directors compensation actions for individuals holding the

position of Chief Executive Officer. In accordance with Nasdaq rules, the charter of the compensation

committee provides that individuals holding the position of Chief Executive Officer are not present during

deliberations or voting concerning their own compensation.

Use of Competitive Market Data

The compensation committee draws on a number of resources to assist in the evaluation of the

various components of the Company’s executive compensation program, including an evaluation of the

compensation practices at peer companies. The compensation committee uses an analysis of market

data drawn from this evaluation to ensure that our compensation practices are competitive in the

marketplace and to assess the reasonableness of compensation.

Our peer companies in 2025 were recommended to the compensation committee by Compensia,

then selected by the compensation committee and subsequently approved by the Board of Directors.

Each year, the compensation committee reviews and updates our peer group, as appropriate, with the

assistance of Compensia. The companies comprising the peer group for 2025 were selected on the basis

of their comparability to Criteo in terms of industry (with a focus on public internet software and services

companies focused on advertising/media-related business in the United States, geographic location,

market capitalization, financial attributes (including revenue, revenue growth, comparable gross profit and

operating/net income), number of employees and other relevant factors.

Based on this evaluation, the compensation committee selected the companies in the following

table for the 2025 peer group, which were subsequently approved by the Board of Directors. The peer

companies generally had revenues up to two times the Company’s revenue, and market capitalization

between a quarter to four times the Company’s market capitalization.

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Blackbaud	Etsy	Thryv Holdings
Box	Integral Ad Science Holding	Tripadvisor
CarGurus	LiveRamp Holdings	Verint Systems
Cars.com	Magnite	Yelp
Commvault Systems	MicroStrategy	Zeta Global Holdings
Digital Turbine	QuinStreet	Ziff Davis
DoubleVerify Holdings	Stagwell	ZoomInfo Technologies

Changes to the U.S. peer group from 2024 to 2025 include the addition of Stagwell, Etsy and

ZoomInfo Technologies and the removal of Nutanix. These changes result in a peer group that the

compensation committee believed was more closely aligned with Criteo’s financial and value criteria.

Please note that the Company no longer updates a separate European peer group as of 2025 given that

European peers were becoming less relevant with all Company executive officers based in the U.S., and

were therefore no longer being used for benchmarking.

In addition to reviewing an analysis of market data drawn from its approved peer group, the

compensation committee also reviews competitive compensation data from broader Radford Global

Compensation survey cuts and proprietary Compensia databases. To assist the Company in making its

executive compensation decisions for 2025 , Compensia evaluated competitive market practices,

considering base salary, target annual incentives as a percentage of base salary, annual incentive plan

structures, target total cash compensation, target annual long-term incentive grant date fair values, equity

award mixes and structures, and target total direct compensation.

In general, our Board of Directors seeks to set our executives’ target total cash compensation

(base salary plus target annual incentive bonus) and long-term incentive compensation at levels that are

competitive with our peers (based on its review of the compensation data for executives with similar roles

at the companies in the approved peer group) and, in the case of long-term incentive compensation, at a

level competitive with our peers and significant enough to ensure strong alignment of our executive

officers’ interests with those of our shareholders.

However, the compensation committee does not formally “benchmark” our executive officers’

compensation to a specific percentile of our peer group. Instead, it considers competitive market data as

one factor among many in its deliberations. The compensation committee exercises independent

judgment in determining appropriate levels and types of compensation to be paid based on its

assessment of several factors, including recommendations of the Chief Executive Officer with respect to

the compensation of executive officers (other than their own compensation), Company and individual

performance, perceived criticality, retention objectives, internal fairness, current compensation

opportunities as compared with similarly situated executives at peer companies (based on review of

competitive market analyses prepared by Compensia) and other factors as it may deem relevant.

Prior Year Say-On-Pay Results

At the 2022 Annual General Meeting, our shareholders expressed a preference for holding

advisory votes to approve the compensation of the named executive officers on an annual basis. In light

of this vote, the Company’s Board of Directors determined that the Company will continue to hold an

advisory vote to approve named executive officer compensation on an annual basis until the next required

say-on-frequency vote, which will be held at the 2028 Annual General Meeting.

Our executive compensation program received the support of our shareholders and was

approved, on a non-binding advisory basis, by approximately 97.98% of the votes cast at the 2025 Annual

General Meeting. We greatly value feedback from our shareholders on our executive compensation

program and corporate governance policies and welcome input, as it impacts our decision-making. As a

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result of our engagement with our shareholders, detailed below, our compensation committee made a

number of changes to the structure of the long-term incentive compensation program for our executive

officers, commencing in 2024. We believe that ongoing engagement builds mutual trust with our

shareholders, and we will continue to monitor feedback from our shareholders and will continue to solicit

shareholder views on our executive compensation program in the future, as appropriate.

In 2025 , our management team continued to frequently engage with the investment community,

hosting and participating in 182 investor events, including during roadshows and conferences as well as

phone calls and meetings with approximately 193 firms. Shareholders we spoke to jointly represented

about 81% of floating shares as of December 31, 2025 . In 2025 , we engaged with shareholders to

discuss corporate governance, board composition, executive compensation, business strategy, capital

allocation and other governance-related topics. In such engagements, investors’ feedback and

suggestions on our executive compensation program were regularly heard and taken into consideration.

Based on future engagement with our shareholders, our compensation committee and Board of Directors

will continue to consider potential shareholders’ feedback and take them into account in future

determinations concerning our executive compensation program.

Elements of Executive Compensation Program

In 2025 , as in prior years, our executive compensation program consisted of three principal elements:

• Base salary

• Annual incentive

• Long-term incentives

Base Salary

Base salary is the principal fixed element of an executive officer’s annual cash compensation

during employment. The level of base salary reflects the executive officer’s skills and experience and is

intended to be on par with other job opportunities available to such executive officer. Given the industry in

which we operate and our compensation philosophy and objectives, we believe it is important to set base

salaries at a level that is both market competitive in order to retain our current executives and reasonable,

and to hire new executives when and as required. However, our review of competitive market data is only

one factor in formulating recommendations for base salary levels. In addition, the compensation

committee also considers the following factors:

• individual performance of the executive officer, as well as overall performance of the Company,

during the prior year;

• level of responsibility, including breadth, scope and complexity of the position;

• years and level of experience and expertise and location of the executive officer;

• internal review of the executive officer’s compensation relative to other executives to contemplate

internal fairness considerations; and

• in the case of executive officers other than the Chief Executive Officer, the recommendations of

the Chief Executive Officer.

Base salaries for our executive officers are determined on an individual basis at the time of hire.

Adjustments to base salary are considered annually based on the factors described above.

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2024 — 2025 Base Salaries

The base salaries of the named executive officers for 2024 and 2025 and related explanatory

notes are set forth below:

Name	Position	2025 Base Salary (USD)	2024 Base Salary (USD)	Explanatory Notes
Michael Komasinski	Chief Executive Officer	$750,000	Not Applicable	The amount shown with respect to 2025 reflects the full annual target base salary Mr. Komasinski was eligible to receive. The prorated amount corresponding to his start date in February 2025 was $657,534. Mr. Komasinski’s remuneration is solely for his role as Chief Executive Officer of Criteo Corp.
Megan Clarken	Former Chief Executive Officer	$725,000	$711,325	The amount shown with respect to 2025 reflects the full annual target base salary Ms. Clarken was eligible to receive. The prorated amount corresponding to her date of retirement as Chief Executive Officer in February 2025 was $146,986.
Sarah Glickman	Chief Financial Officer	$529,000	$516,817	The amount shown with respect to 2024 reflects the compensation Ms. Glickman received due to proration of the effective date in April 2024 based on an annual base salary of $529,000.
Ryan Damon	Chief Legal and Transformation Officer	$490,000	$482,541	The amount shown with respect to 2024 reflects the compensation Mr. Damon received due to proration of the effective date in April 2024 based on an annual base salary of $490,000.
Brian Gleason	Former Chief Revenue Officer and President, Retail Media	$575,000	$550,137	The amount shown with respect to 2025 reflects the full annual target base salary Mr. Gleason was eligible to receive. The prorated amount corresponding to his date of resignation in July 2025 was $330,822. The amount shown with respect to 2024 reflects the compensation Mr. Gleason received due to proration of the effective date July 2024, based on an annual base salary of $575,000.

Annual Incentive Bonus

The Company provides our executive officers with the opportunity to earn annual cash bonus

awards pursuant to the Executive Bonus Plan (“EBP”), which are specifically designed to motivate our

executive officers to achieve pre-established Company-wide goals set by the Board of Directors and, to a

lesser degree, reward them for individual results and achievements in a given year.

The EBP is intended to provide structure and predictability regarding the determination of

performance-based cash bonuses. Specifically, the EBP seeks to:

(i) help attract and retain a high quality executive management team;

4 Contribution ex-TAC is a non-GAAP financial measure of profitabilit y akin to gross profit. It is calculated by deducting traffic

acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue.

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(ii) increase management focus on challenging yet realistic goals intended to create value for

shareholders;

(iii) encourage management to work as a team to achieve the Company’s goals; and

(iv) provide incentives for participants to achieve results that exceed Company goals.

Pursuant to the EBP, the annual cash bonus opportunities for our executive officers are approved

on an annual basis by the Board of Directors. The Company goals, their relative weighting, and the

relative weighting for each of the individual performance goals of the executive officers, if applicable, are

also established by the Board of Directors at the beginning of the year, upon recommendation of the

compensation committee, shortly after the Board of Directors has approved our annual operating plan.

Under the EBP, the Board of Directors has the discretion to determine the extent to which a bonus

award will be adjusted based on an executive officer’s individual performance or such other factors as it

may, in its discretion, deem relevant. An executive officer’s bonus award may be adjusted downward to

zero by the Board of Directors based on a review of factors including individual performance. The Board

of Directors is not required to set individual qualitative performance goals for a given year.

2025 Annual Bonus Performance Goals

The performance measures and related target levels for the 2025 EBP, which reflected

performance requirements set at the start of the year in the Company’s annual operating plan, were

developed by the compensation committee and approved by the Board of Directors at meetings held in

February 2025 . In the first quarter of 2025 , the Board of Directors, on the recommendation of the

compensation committee, set two shared quantitative goals applicable to all of the named executive

officers (weighted 80%, collectively) and individual qualitative goals for each of our named executive

officers (weighted 20%). All of our named executive officers participated in the 2025 EBP.

Quantitative Goals

The quantitative measures selected for the 2025 EBP were the 2025 achievement of financial

targets in (i) Contribution ex-TAC, 4 measured at constant currency and (ii) Adjusted EBITDA, measured at

constant currency at 2025 plan rates. These measures were approved by the Board of Directors because

Contribution ex-TAC and Adjusted EBITDA are the key measures it uses to monitor the Company’s

financial performance. In particular, our strategy focuses on maximizing the growth of our Contribution ex-

TAC on an absolute basis over maximizing our near-term gross margin, as we believe this focus builds

sustainable long-term value for our business by fortifying a number of our competitive strengths, including

access to advertising inventory, breadth and depth of data and continuous improvement of the Criteo AI

Engine’s performance, allowing it to deliver more relevant advertisements at scale. In 2025 (as in the

previous three years), the Contribution ex-TAC measure and Adjusted EBITDA measure were given equal

weight of 40% and 40%, respectively (collectively 80% for the 2025 quantitative goals). In setting the

payout scale for both the Contribution ex-TAC portion and the Adjusted EBITDA portion of the quantitative

goals, payout levels were set to be challenging, yet achievable, taking the business context into

consideration. Finally, when determining quantitative performance, the Company's reported Contribution

ex-TAC for 2025 was to be adjusted for EBP purposes by using the same exchange rate as was used to

establish the Contribution ex-TAC targets in February 2025 .

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The payout scale on the Contribution ex-TAC portion of the 2025 quantitative goals approved in

early 2025 was as follows, with Contribution ex-TAC growth measured, in each case, on a constant-

currency basis:

• If 2025 Contribution ex-TAC was below $1,117 million, the payout on the Contribution ex-

TAC portion of the quantitative goals would have been zero;

• If 2025 Contribution ex-TAC growth was between $1,117 million and the $1,201 million

target, the payout on the Contribution ex-TAC portion of the quantitative goals would be between

50% and 100% of target;

• If 2025 Contribution ex-TAC growth was between the $1,201 million target and the $1,321

million stretch target, the payout on the Contribution ex-TAC portion of the quantitative goals

would be between 100% and 150% of target;

• If 2025 Contribution ex-TAC growth was between the $1,321 million stretch target and the

$1,381 million maximum target, the payout on the Contribution ex-TAC portion of the quantitative

goals would be between 150% and 200% of target; and

• If 2025 Contribution ex-TAC growth was $1,381 million or greater, our executives could

achieve the maximum payout on the Contribution ex-TAC portion of the quantitative goals, which

was 200%.

Viewed in terms of required year-over-year growth, the Contribution ex-TAC portion of the 2025

quantitative goals would be based on 7.2% growth for a target level payout and 23.3% growth for a

maximum level payout.

2024 Contribution ex-TAC* ($ millions)	2025 Contribution ex-TAC Targets* — Threshold		Target		Stretch		Max
	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth	Amount ($ millions)	Required Growth
1,120	1,117	(0.3)%	1,201	7.2%	1,321	18.0%	1,381	23.3%

*Presented in constant currency at 2025 plan rates. 2024 reported Contribution ex-TAC was $1,121.5 million.

The payout scale on the Adjusted EBITDA portion of the 2025 quantitative goals approved in

early 2025 was as follows , in each case calculated on an absolute basis and excluding currency impacts:

• If 2025 Adjusted EBITDA was less than $333 million, the payout on the Adjusted EBITDA

portion of the quantitative goals would have been zero;

• If 2025 Adjusted EBITDA was between $333 million and the $392 million target, the

payout on the Adjusted EBITDA portion of the quantitative goals would be between 50% and

100% of target;

• If 2025 Adjusted EBITDA was between the $392 million target and the $461 million

stretch target, the payout on the Adjusted EBITDA portion of the quantitative goals would be

between 100% and 150% of target;

• If 2025 Adjusted EBITDA was between the $461 million stretch target and the $490

million maximum target, the payout on the Adjusted EBITDA portion of the quantitative goals

would be between 150% and 200% of target; and

• If 2025 Adjusted EBITDA was $490 million or greater, our executives could achieve the

maximum payout on the Adjusted EBITDA portion of the quantitative goals, which was 200%.

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2024 Adjusted EBITDA* ($ millions)	2025 Adjusted EBITDA Targets — Threshold	Target	Stretch	Max
	Amount ($ millions)	Amount ($ millions)	Amount ($ millions)	Amount ($ millions)
390	333	392	461	490

*Presented in constant currency at 2025 plan rates. 2024 reported Adjusted EBITDA was $390.1 million.

The quantitative goals determined in early 2025 and the achievement levels for such goals were

designed to ensure proper alignment between the 2025 EBP and the internal 2025 financial plan

supporting the guidance that we published at the beginning of 2025 .

The chart below sets forth the 2025 quantitative goal performance levels and the achievement

levels for such goals, as well as actual Company performance for 2025 against which executive

performance was measured.

Performance Measure	Weight	Payout Scale — 50%	100%	150%	200%	Actual	Achievement as Percent of Target	Payout of Bonus Opportunity
2025 Contribution ex-TAC*	40%	$1,117 million	$1,201 million	$1,321 million	≥$1,381 million	$1,160 million	96.6%	76%
2025 Adjusted EBITDA*	40%	$333 million	$392 million	$461 million	≥$490 million	$412 million	105.1%	115%

Calculated on a constant currency basis and using the same exchange rate as was used to set the target performance

levels in February 2025. The Company's as reported constant currency Contribution ex-TAC was $1,160.7 million.

As shown above, year-over-year Contribution ex-TAC growth was 4% at constant currency, which

resulted in a 96.6% payout for the Contribution ex-TAC portion of the quantitative goals, and Adjusted

EBITDA was $412 million, which resulted in a payout of 105.1% on the Adjusted EBITDA portion of the

quantitative goals, averaging 100.9% for the financial metric performance. This resulted in a total of 96%

of the target bonus amounts to the 2025 EBP participants with 100% achievement of the qualitative goals

discussed below.

Qualitative Goals

Pursuant to the EBP, the Board of Directors approved individual qualitative goals for each of the

2025 EBP participants that were aligned to strategic performance objectives for those individuals. The

qualitative goals were weighted 20% of the target bonus opportunity, and this component was evaluated

at the discretion of the Board of Directors. The qualitative goals for 2025 were selected for Mr.

Komasinski, Ms. Glickman, and Mr. Damon in the first half of 2025 by the compensation committee with

the intent to be rigorous and difficult to achieve. The qualitative goals for 2025 included: (i) for Mr.

Komasinski, to refine and begin to deliver on a compelling three year strategy (including capital allocation

strategy), deliver on 2025 financial commitments, increase Criteo customer satisfaction and brand value,

inspire, develop and retain talent towards long term success and effective organizational leadership; (ii)

for Ms. Glickman, to deliver against our numbers, enable Criteo’s strategy and execution, strengthen our

finance processes, share a compelling and measurable equity story and team leadership; and (iii) for Mr.

Damon, to execute on various initiatives in legal and corporate affairs, prioritize key transformation

initiatives, deliver against our numbers for AdTech services and team leadership.

The compensation committee determined that the 2025 EBP participants generally exceeded the

achievement of their respective qualitative objectives. The EBP, with Board of Directors approval, allows

for over-achievement of qualitative objectives, provided that the total bonus cap of 200% of target is not

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exceeded, so individual payout results may vary based on individual performance outcomes. For the

qualitative portion of the 2025 EBP (weighted 20% of the total EBP), t he compensation committee

recommended, and the Board of Directors approved, a 100% payout with respect to Mr. Komasinski, a

100% payout with respect to Ms. Clarken (as provided for in her Transition Agreement), a 125% payout

with respect to Ms. Glickman, and a 125% payout with respect to Mr. Damon. No individual performance

was assessed and no annual bonus payable with respect to Mr. Gleason, as he left the Company

effective July 29, 2025.

2025 Annual Cash Bonus Payouts

The Board of Directors approved annual incentive bonus awards for each of the named

executive officers as follows:

Name	Bonus Target as % of Base Salary	Bonus Target ($)	Quantitative Goals Achievement (80%)	Qualitative Goals Achievement (20%)	Funding Multiplier as % of Target	Actual Payout Amount
Michael Komasinski	100%	$687,500	95%	100%	96%	$660,000
Megan Clarken	100%	$146,986	95%	100% (1)	96%	$141,107
Sarah Glickman	85% (2)	$436,606	95%	125%	101%	$440,972
Ryan Damon	70%	$343,000	95%	125%	101%	$346,430
Brian Gleason	100%	$330,822	95%	—%	—%	0 (3)
(1) The individual performance for Ms. Clarken was agreed to in the Transition Agreement dated August 26, 2024 between the Company and Megan Clarken.
(2) Ms. Glickman’s target bonus as a percentage of base salary was increased from 75% to 85% in 2025 to maintain market competitiveness.
(3) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

Long-Term Incentives

Long-term incentives (“LTIs”) in the form of equity awards represent an important tool for the

Company to attract industry leaders of the highest caliber in the technology industry and to retain them for

the long term. The majority of the total target direct compensation opportunity for our named executive

officers is provided in the form of long-term equity awards. We use equity awards to align our executive

officers’ financial interests with those of our shareholders by motivating them to drive the achievement of

both near-term and long-term corporate objectives.

We use a mix of RSUs and PSUs to provide LTIs to our executive officers pursuant to the

Company's 2015 Time-Based Restricted Stock Unit Plan and 2015 Performance-Based RSU Plan. The

combination of Time-Based Restricted Stock Units (“RSUs”) and Performance-Based Restricted Stock

Units (“PSUs”) provide an appropriate balance between addressing retention objectives and driving

corporate performance, and is also consistent with the practice in a strong majority of our peer

companies. The Board of Directors generally grants our executive officers equity awards each year as

part of our annual review of our executive compensation program. The eligibility for, size of, and mix of

any additional equity awards to each of our executive officers are determined after taking into account the

following factors:

• the individual performance assessment of each executive officer, the results and contributions

delivered during the year, as well as his or her anticipated potential future impact;

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• the competitive positioning of the target value of each equity award when compared to the equity

values delivered to executives in comparable roles at the companies in our peer group and the

broader market for our industry sector;

• the mix of RSUs and PSUs needed to stay at the forefront of our peer and broader market

practices, as well as key investor and investor advisor guidelines;

• the size and vesting schedule of existing equity awards in order to maximize the long-term

retentive power of additional awards;

• the size of each executive officer’s total cash compensation opportunity;

• the Company’s overall performance relative to corporate objectives; and

• the Company’s projected overall equity pool for the year and impact on available share reserves.

2025 Annual Equity Awards

After considering the factors set forth above, the Board of Directors, upon recommendation of the

compensation committee, determined that the 2025 LTI compensation to be granted to Mr. Komasinski ,

Ms. Glickman, Mr. Damon and Mr. Gleason should be (i) 30 % RSUs and 70% PSUs (35% financial PSUs

and 35% TSR-based PSUs) for Mr. Komasinski ; and (ii) 40% RSUs and 60% PSUs (30% financial PSUs

and 30% TSR-based PSUs) for Ms. Glickman and Mr. Damon. Ms. Clarken was not considered for an

equity award in view of her retirement on February 15, 2025 and Mr. Gleason’s equity award was forfeited

in connection with his resignation as Chief Revenue Officer and President, Retail Media, effective July 29,

2025.

The table below sets forth the equity awards granted by the Board of Directors to our named

executive officers in 2025 :

Name	Shares Issuable Upon Vesting of PSUs Granted in 2025 (At Target) (1)	Shares Issuable Upon Vesting of RSUs Granted in 2025	Total Value of Equity Awards in 2025 (in thousands) (2)
Michael Komasinski	120,482	176,635 (3)	$9,591
Megan Clarken	0	0	$0
Sarah Glickman	48,685	32,456	$3,300
Ryan Damon	36,882	24,588	$2,500
Brian Gleason (4)	91,960	28,522	$4,900
(1) The number of PSUs set forth in this column show the PSU awards at target (100%). The number of PSU awards that may be earned by our named executive officers assuming the maximum possible achievement of 200% of target (which would represent 240,964 PSUs for Mr. Komasinski, 97,370 PSUs for Ms. Glickman, 73,764 PSUs for Mr. Damon and 183,920 PSUs for Mr. Gleason), with 50% of the amount granted in the form of financial PSUs and 50% granted in the form of TSR- based PSUs. As set forth in the section below, 71% of the target of Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 financial PSU awards were earned based on the respective level of performance achieved.
(2) Under our Board of Directors approved equity award grant policy, the number of shares subject to each equity award is based on the target value of the award divided by the average of the 45-trading-day closing price calculated on the date of determination. For this purpose, the “date of determination” is the date five (5) trading days prior to the date on which the Board of Directors grants the equity award, provided that the fair market value of our shares is not more or less than 10% of the closing market price of our shares on the date of determination. The values disclosed in this table may differ from the grant date fair value of the 2025 stock awards as reported in the Summary Compensation Table, which is computed in accordance with the FASB ASC Topic 718.
(3) The number of RSUs consists of 125,000 RSUs awarded to Mr. Komasinski in a supplemental grant of RSUs approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action, and 51,635 RSUs awarded to Mr. Komasinski in his initial grant in February 2025.
(4) As Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025, these PSUs and RSUs were forfeited in connection with his resignation.

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2025 PSU Awards

Our Ordinary Shares subject to the PSUs granted to the named executive officers are to be

earned contingent upon the attainment of performance goals set by the Board of Directors, with the

earned shares (if any) subject to an additional time-based vesting requirement. In the first quarter of 2025 ,

Mr. Komasinski (including both his New Hire Awards and 2025 PSU award), Ms. Glickman, Mr. Damon

and Mr. Gleason were granted, assuming achievement of the goals at the target level (100%), 120,482,

48,685, 36,882 and 91,960 PSUs, respectively. 50% of each named executive officer's PSUs were

granted in the form of financial PSUs (the “Financial PSUs”) and the other 50% were granted in the form

of TSR-based PSUs (the “TSR-Based PSUs”), provided that, as described above, Mr. Komasinski’s TSR-

based PSUs were converted to Financial PSUs in December 2025 (see “Compensation Discussion and

Analysis—New Hire Package and Year One Compensation for New CEO”). The Board of Directors set a

combination of 2025 Retail Media Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA as the

goal for the Financial PSUs and relative total shareholder return versus the Nasdaq Composite Index as

the goal for the TSR-Based PSUs, provided that with respect to Mr. Komasinski’s TSR-based PSUs that

were modified in December 2025, the financial targets will be based on the 2026 and 2027 financial plan.

Financial PSUs have a one-year performance measurement period and vest over three years.

Because French law prohibits vesting of restricted stock before the second anniversary of the grant date,

two-thirds of the earned PSUs will vest on the second anniversary of the grant date; the remaining one-

third will vest on the third anniversary of the grant date.

TSR-based PSUs are subject to an extended performance measurement period, such that 50%

will vest based on the Company's TSR performance relative to that of the Nasdaq Composite Index

through the second anniversary of the grant date, and the remaining 50% will vest based on the

Company's TSR performance relative to that of the Nasdaq Composite Index through the third

anniversary of the grant date.

Following a review of prevailing market practice with the advice of Compensia, our Board of

Directors granted these awards with a maximum payout opportunity tied to maximum defined

performance levels at 200% of target to create a long-term incentive opportunity to incentivize and reward

over-performance. Any excess (unearned) portion of the grant will be recaptured (and returned to the

equity pool), which for the financial PSUs, will occur in the year following the grant date, well in advance

of the financial PSUs’ vesting date. Below we have described the application of the 2025 financial goals

that apply to Mr. Komasinski’s, Ms. Glickman’s, Mr. Damon’s and Mr. Gleason’s 2025 PSU grants.

Financial PSUs

Given its critical importance to our shareholders, and the impact on future growth, the

compensation committee and Board of Directors determined it was appropriate to maintain Retail Media

Contribution ex-TAC as the primary performance metric for the Financial PSUs in 2025 , weighted at 60%,

but then balanced with the broader financial metrics of Adjusted EBITDA and Contribution ex-TAC, each

with a 20% weighting . Furthermore, our compensation committee and Board of Directors determined that

it was appropriate to maintain a one-year performance period for the Financial PSUs for 2025, while

maintaining a longer, multi-year performance period for the TSR-Based PSUs.

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The following table sets forth the 2025 achievement and related payout levels for the Retail

Media Contribution ex-TAC, Contribution ex-TAC and Adjusted EBITDA metrics for the Financial

PSUs, as well as the actual Company performance for 2025 .

Performance Measure	Weight	Payout Scale — 50%	100%	150%	200%	Actual	Bonus Factor Achievement	Plan Payout (Percent of Target)
2025 Retail Media Contribution ex-TAC (1)	60%	$252 million (2)	$308 million	$331 million	$354 million	$257 million	54%	83.4%
2025 Contribution ex-TAC (1)	20%	$1,117 million	$1,201 million	$1,321 million	$1,381 million	$1,160 million*	76%	96.6%
2025 Adjusted EBITDA (1)	20%	$333 million	$392 million	$461 million	$490 million	$412 million	115%	105.1%
(1) Calculated on a constant currency basis and using the same exchange rate as was used to set the targets in February 2025.
(2) Reflects a reduction of the Retail Media Contribution ex-TAC threshold target achievement level from $277 million to $252 million, as approved by the Board of Directors in December 2025. For more information on this revision, please see the discussion below.

Upon review of the projected achievement level of 2025 Financial PSUs, the Board of Directors

determined that the impact of the reduced scope for two specific Retail Media clients, as disclosed on

May 2, 2025, would have disproportionate impact on the overall result of our Retail Media Contribution ex-

TAC metric, which represented 60% of the total plan. The Board of Directors therefore decided in

December 2025 to reduce the minimum threshold achievement level for this particular performance

condition from $277 million to $252 million, representing flat year-on-year growth, in order to allow for

potential limited payout on this component if positive growth were still achieved, while keeping the original

target for Retail Media Contribution ex-TAC and related achievement levels unchanged. The Board of

Directors determined that this would still allow for a partial payout with respect to this metric, which would

still be well below target achievement level, and believed that this would result in a more balanced

representation of the Company’s overall financial performance.

Actual Retail Media Contribution ex-TAC for 2025 was $257 million, actual Contribution ex-TAC

for 2025 was $1,160 million, and actual Adjusted EBITDA for 2025 was $412 million, each as calculated

on a constant currency basis using the same exchange rate as was used to set the targets, resulting in a

71% of target payout with respect to the Financial PSUs.

Named Executive Officer	Title	2025 Financial PSU Target	Payout
Michael Komasinski	CEO	60,241	42,771
Sarah Glickman	CFO	24,343	17,284
Ryan Damon	CLTO	18,441	13,093

Our compensation committee and Board of Directors believe that a time-based vesting

requirement for any earned PSUs is important to satisfy our retention objectives and longer-term

alignment with our shareholders’ interests. The Financial PSUs earned with respect to 2025 are subject to

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an overall three-year vesting schedule, which vesting is subject to the named executive officer’s

continued employment with the Company as of the applicable vesting date.

TSR-Based PSUs

With regard to the TSR-based PSUs, the compensation committee and the Board of Directors

believe that the use of a TSR metric promotes longer-term alignment with shareholders and a relative

metric establishes a direct link between the compensation of our named executive officers and long-term

enterprise value creation as payouts under the PSUs are determined by the Company's long-term TSR

performance relative to that of the Nasdaq Composite Index. The compensation committee and the Board

of Directors, determined that the use of the Nasdaq Composite Index was an appropriate benchmark

given the broad-market nature of the index, its use among other software/media companies, its

administrative simplicity and its transparency.

In setting the performance goals for the 2025 TSR-based PSUs, after considering market best

practices, the Board of Directors determined that payouts under the TSR-based PSUs would range from

0% to 200% of the target PSUs, with relative TSR performance at the 55th percentile resulting in 100%

payout, and relative performance at the 80th percentile or better resulting in a 200% payout; provided,

however, that if the Company's absolute TSR is negative, then payout for the TSR-based PSUs cannot

exceed 100% regardless of the Company's relative percentile performance. In this way, the payouts under

the TSR-based PSUs are intended to be aligned with performance levels that are considered challenging.

To facilitate the transition to the use of multi-year performance measurement periods, the Board

of Directors determined that it was appropriate to measure relative TSR compared to the Nasdaq

Composite Index over a two-year performance period for 50% of the TSR-based PSUs and over a three-

year performance period for the other 50% of the PSUs, in each case with the PSUs subject to the

awards to be earned and vest through the second and third anniversaries, respectively of the awards’

grant date, which vesting is subject to the named executive officer’s continued employment with the

Company as of the applicable vesting date.

The following table sets forth the 2024 Total Shareholder Return goal for the 2024 TSR-Based

PSU awards.

Criteo’s TSR Percentile vs. Nasdaq Composite Index (1)	Potential Percentage of TSR-Based PSUs Earned (2)(3)
0 - 30th	0%
55th	100% (Target)
80th - 100th	200% (Max)
(1) TSR is measured as the percentage change in the 30-trading-day average adjusted closing price of a share of Criteo and the Nasdaq Composite Index as measured on the first and last day of the applicable two-year and three-year performance periods beginning on March 1, 2024, the grant date of the TSR- based PSUs. (2) Achievement is linear for relative TSR between tranches and paid to one decimal point. (3) Earned PSUs are capped at target (100%) if the Company's absolute TSR is negative.

As well as meeting the relative TSR performance goals, the executive officers must remain

employed through the second and third anniversaries of the TSR-based PSU grant date in order to vest in

the PSUs.

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The first 50% tranche of the TSR-based PSUs, with a performance period measured from March

1, 2024 to March 1, 2026, resulted in the Company’s TSR percentile at (38.34%) and therefore a payout

at 33%.

The second 50% tranche of the TSR-based PSUs granted to Ms. Glickman and Mr. Damon in

2024 will not vest (if earned) until March 2027.

Applicable Named Executive Officers	Title	2024 TSR PSU Tranche 1 at Target	Payout
Sarah Glickman	CFO	14,894	4,915
Ryan Damon	CLTO	12,622	4,165

2025 RSU Awards

Our 2025 RSU awards have a four-year vesting schedule. Because French law prohibits vesting

of restricted stock before the second anniversary of the grant date, 50% of the award vests on the second

anniversary of the date of grant, and the remainder vests in equal quarterly installments thereafter over

the subsequent two-year period, which vesting is subject to the named executive officer’s continued

employment with the Company as of the applicable vesting date.

Share Ownership and Equity Awards

As discussed above, long-term incentive compensation in the form of equity awards is an

important tool for the Company to attract industry leaders of the highest caliber in the global technology

industry and to retain them for the long term. The majority of our named executive officers’ target total

direct compensation opportunity is provided in the form of long-term equity awards. We use equity awards

to align our executive officers’ financial interests with those of our shareholders by motivating them to

assist with the achievement of both short-term and long-term corporate objectives.

As a result, each of our named executive officers accumulates substantial exposure to our stock

price, which, when coupled with time-based and performance-based vesting, we believe results in strong

alignment of our executives’ interests with those of our shareholders. Furthermore, our Insider Trading

Policy prohibits short sales, trading in derivative instruments and other inherently speculative transactions

in our equity securities by our employees and related persons.

Share Ownership Requirements

We maintain share ownership guidelines for our Section 16 executive officers. In October 2025,

the Board of Directors, upon the recommendation of the Compensation Committee, amended the share

ownership guidelines to more closely align with market practices. Under the amended guidelines (i) our

Chief Executive Officer is required to acquire and own securities in an amount equal to the lesser of (a)

200,000 shares or (b) five times the Chief Executive Officer’s annual base salary and (ii) all other Section

16 executive officers are required to acquire and own securities in an amount equal to the lesser of (a)

45,000 shares or (b) two times their annual base salary. For purposes of this requirement under the

amended guidelines, the after-tax value of all unvested RSUs and earned unvested PSUs is included and

“in-the-money” value of vested but unexercised stock options is not included. The Section 16 officers are

required to meet their applicable ownership requirements within five years of becoming subject to them. If

required share ownership is not satisfied within five years, the individual must retain 50% of any shares

resulting from vested RSUs or PSUs until the guidelines are met.

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We also maintain share ownership guidelines for our non-employee directors (including the

chairperson of our Board of Directors). For more details on the non-employee director share ownership

guidelines, see “Director Compensation—Non-Employee Director Share Ownership Guidelines.”

In addition to these share ownership guidelines, our Board of Directors require that one percent of

the shares resulting from the exercise of stock options or received upon the vesting of RSUs or PSUs by

our chairperson (if applicable), Chief Executive Officer and Deputy Chief Executive Officers (“ directeurs

généraux délégués ”), if any, be held by such persons until the termination of their respective offices. For

2025 , (i) Ms. Picard was the chairperson of our Board of Directors until April 9, 2025, (ii) Mr. van der Kooi

was the chairperson of our Board of Directors as from April 9, 2025, (iii) Ms. Clarken was our Chief

Executive Officer until February 15, 2025 and (iv) Mr. Komasinski was our Chief Executive Officer as from

February 15, 2025.

The table below shows the total exposure that each of our named executive officers had to

Criteo’s stock as of March 31, 2026 , including both vested and unvested equity awards. Ms. Clarken

retired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief

Revenue Officer and President, Retail Media, effective July 29, 2025, and they are therefore no longer

subject to the Company’s share ownership guidelines.

Name	Ordinary Shares and ADSs (1)	Securities underlying option awards (2)	Securities underlying RSU and PSU awards (3)	Total
Michael Komasinski	—	—	1,109,399	1,109,399
Sarah Glickman	213,063	—	410,031	623,094
Ryan Damon	3,850	—	316,294	320,144
		Total for all named executive officers:		2,052,637
(1) The amounts shown in this column reflect Ordinary Shares and ADSs owned by each of our named executive officers.
(2) The amounts shown in this column reflect stock options that have vested and are exercisable, as well as those that have not yet vested. For more information on grant dates, vesting schedules, exercise prices and expiration dates of option awards held by our named executive officers as of December 31, 2025 , please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.”
(3) The amounts shown in this column reflect outstanding RSUs and PSUs, whether or not vested or determined earned by the Board of Directors. For more information on the RSUs and PSUs held by each of our named executive officers as of December 31, 2025 , please see “Compensation Tables—Outstanding Equity Awards at 2025 Fiscal Year End.” For more information applicable to PSU awards, please see “— Long-Term Incentives.”

Other Compensation Information

Employee Benefit Programs

Each of our executive officers is eligible to participate in the employee benefit plans available to

our employees in the country in which they are employed, including medical, dental, group life and

disability insurance, in each case on the same basis as other employees in such country, subject to

applicable law. We also provide vacation and other paid holidays to all employees, including executive

officers, all of which we believe to be comparable to those provided at peer companies. These benefit

programs are designed to enable us to attract and retain our workforce in a competitive marketplace.

Health, welfare and vacation benefits ensure that we have a productive and focused workforce through

reliable and competitive health and other benefits.

Our retirement savings plan for U.S. employees is a tax-qualified 401(k) retirement savings plan

(the “401(k) Plan”), pursuant to which all employees, including any named executive officer employed by

our U.S. subsidiary (Criteo Corp.), are able to contribute certain amounts of their annual compensation,

subject to limits prescribed by the Internal Revenue Code. In 2025 , we provided a 100% matching

contribution on employee contributions up to the first 3% of eligible compensation and a 50% matching

contribution for the next 2% of eligible compensation. Each of Mr. Komasinski, Ms. Glickman, and Mr.

Damon participate, and Ms. Clarken and Mr. Gleason participated until they departed the Company, on

the same basis as our other eligible employees.

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Perquisites and Other Personal Benefits

We provide limited perquisites to our named executive officers. For more information on the

perquisites and other personal benefits provided to our named executive officers, please refer to footnote

(7) to the 2025 Summary Compensation Table in “Executive Compensation – Compensation Tables”

included elsewhere in this proxy statement.

Timing of Compensation Actions

Compensation, including base salary adjustments, for our named executive officers is reviewed

annually, usually in the first quarter of the fiscal year, and upon promotion or other changes in job

responsibilities.

Equity Grant Policy

In fiscal year 2025, we did not grant any stock options, stock appreciation rights or similar awards

under the Criteo Amended 2016 Stock Option Plan and we have not granted stock options to our named

executive officers since December 2019. There are no current plans to grant stock options, stock

appreciation rights or other similar appreciation-based awards as incentive compensation. The timing of

our equity grants to the named executive officers is set without regard to anticipated earnings or other

major announcements by the Company.

Short Sale and Derivatives Trading Policy

As noted in more detail above under the caption “Insider Trading and Anti-Hedging/Pledging

Policies,” our Insider Trading Policy prohibits short sales, trading in derivative instruments and other

inherently speculative transactions in our equity securities by our employees and related persons.

Executive Compensation Recovery (“Clawback”) Policy

We maintain a “clawback” policy, adopted by our Board of Directors in October 2023, which

incorporates the requirements of Rule 10D-1 under the Exchange Act, and the applicable Nasdaq listing

standards. The clawback policy requires us to recoup erroneously awarded incentive-based

compensation from current and former executive officers (as such term is defined in Rule 10D-1, for

purposes of this section, a “Section 16 officer”) in the event that the Company is required to prepare an

accounting restatement due to material noncompliance with any financial reporting requirement under

securities laws. The clawback policy became effective with respect to incentive-based compensation

received by such Section 16 officers on or after October 2, 2023 . A copy of the clawback policy is filed as

Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with

the SEC on February 26, 2026 .

Risks Related to Compensation Policies and Practices

As part of the Board of Directors’ risk oversight role, our compensation committee at least

annually reviews and evaluates the risks associated with our compensation programs. The compensation

committee has reviewed our compensation practices as generally applicable to our employees and

believes that our policies do not encourage excessive and unnecessary risk-taking, and that the level of

risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. In

making this determination, the compensation committee considered the following:

• the Company’s use of different types of compensation vehicles to provide a balance of short-term

and long-term incentives with fixed and variable components;

• the granting of equity-based awards that are earned based on performance (in the case of

executive officers) and subject to time-based vesting, which aligns employee compensation with

Company performance, encouraging participants to generate long-term appreciation in equity

values;

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• the Company’s annual bonus determinations for each employee being tied to achievement of

Company goals, which goals seek to promote retention on behalf of the Company and to create

long-term value for our shareholders; and

• the Company’s system of internal control over financial reporting and code of business conduct

and ethics, which among other things, reduce the likelihood of manipulation of the Company’s

financial performance to enhance payments under any of its incentive plans.

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COMPENSATION COMMITTEE REPORT

The compensation committee has reviewed and discussed the Compensation Discussion and

Analysis required by Item 402(b) of Regulation S-K with management. Based on such review and

discussions, the compensation committee recommended to the Board of Directors that the Compensation

Discussion and Analysis be included in this proxy statement.

THE COMPENSATION COMMITTEE

Nathalie Balla (Chair)

Edmond Mesrobian

Ernst Teunissen

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COMPENSATION TABLES

Summary Compensation Table

The following Summary Compensation Table sets forth, for the three years ended December 31, 2025 , 2024 and

2023 , respectively, the compensation earned by (i) our principal executive officer, (ii), our former principal executive officer

who served during a portion of the fiscal year, (iii) our principal financial officer, (iv) our other executive officer, other than

the principal executive officer and the principal financial officer, who was serving as of the end of the fiscal year, and (v)

our former executive officer who served during a portion of the fiscal year. (collectively, our named executive officers).

Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($)(3)(4)(5)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(6)	All Other Compensation ($)(7)	Total ($)
Michael Komasinski	2025	657,534	1,100,000	10,043,994	—	660,000	16,032	12,477,560
Chief Executive Officer
Megan Clarken (8)	2025	146,986	—	—	—	141,107	151,951	440,044
Former Chief Executive Officer	2024	711,325	—	8,818,593	—	1,001,546	124,206	10,655,670
	2023	665,000	—	7,729,000	—	768,819	50,844	9,213,663
Sarah Glickman	2025	529,000		3,593,941	—	440,972	16,322	4,580,235
Chief Financial Officer	2024	516,817	100,000	3,251,846	—	514,750	16,122	4,399,535
	2023	476,000	—	3,138,000	—	412,953	14,132	4,041,085
Ryan Damon	2025	490,000		2,722,660	—	346,430	9,830	3,568,920
Chief Legal and Transformation	2024	482,541	100,000	2,755,814	—	414,411	8,713	3,761,479
Officer	2023	455,000	—	2,092,000	—	371,519	6,349	2,924,868
Brian Gleason (9)	2025	330,822		5,516,191	—	—	15,039	5,862,052
Former Chief Revenue Officer	2024	550,137	200,000	3,196,564	—	774,593	15,042	4,736,336
and President, Retail Media

(1) All amounts presented in the Summary Compensation Table, and in the supporting tables that follow, are expressed in U.S.

dollars. In 2023, 2024 and 2025, all compensation calculations were in U.S. dollars.

(2) The amounts reported in the “Bonus” column include an integration bonus related to the August 2022 acquisition of Iponweb,

which was granted to members of the leadership team. For Michael Komasinski, this includes (i) a sign-on bonus pursuant to

his management agreement and (ii) a discretionary cash payment of $100,000 approved by the Board of Directors as an

extension of Mr. Komasinski’s sign-on bonus, which discretionary amount was paid in cash and is taxable as ordinary income

(for more information, see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New

CEO”). For Brian Gleason, this amount also includes the last installment of his retention bonus in 2024.

(3) The amounts reported in the “Stock Awards” and “Option Awards” columns reflect the aggregate grant date fair value of each

award computed in accordance with FASB ASC Topic 718. For information regarding the assumptions used in determining the

fair value of awards granted in 2025, 2024 and 2023 please refer to Note 15, Note 16 and Note 16 (Share-based

Compensation), respectively, of our Annual Reports on Form 10-K, each as filed with the SEC on February 26, 2026 , February

26, 2025 and February 23, 2024, respectively.

(4) The amounts reported in the “Stock Awards” column reflect the grant date fair value of the PSU awards measured at target

(10 0%) for financial PSUs, and using a Monte-Carlo valuation model of market conditions for TSR-based PSUs, for all years

shown, computed in accordance with FASB ASC Topic 7 18. The grant date face value for the relative TSR-based PSUs, as

considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732 for Ms. Glickman,

$715,695 for Mr. Damon and $1,784,484 for Mr. Gleason. Note, however, that the maximum PSU payout possible for year

2023 is 150% of target and 200% of target for 2024 and 2025. The grant date fair value assuming the highest level of

performance conditions will be achieved for the financial PSUs granted in 2025, calculated as the maximum PSU payout

possible for year 2025 (200% of target) multiplied by the per-share grant date fair value, would be $4,675,906 for Mr.

Komasinski, $1,889,465 for Ms. Glickman, $1,431,390 for Mr. Damon and $3,568,968 for Mr. Gleason. The modification of Mr.

Komasinski’s 2025 financial PSUs resulted in no incremental compensation expense and thus did not affect the grant date fair

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value as computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for the

modification of Mr. Komasinski’s 2025 financial PSUs, see “Compensation Discussion and Analysis—New Hire Package and

Year One Compensation for New CEO.”

(5) The amount reported for Mr. Komasinski includes (i) a supplemental grant of 125,000 RSUs with a grant date value of

$2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action; and (ii)

the incremental fair value of $362,356 related to the conversion of his relative TSR PSUs to financial PSUs, in each case,

computed in accordance with FASB ASC Topic 718. For a description of the Board of Director’s rationale for these actions, see

“Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”

(6) The amounts reported in the “Non-Equity Incentive Plan Compensation” column represen t the amount of the cash incentive

bonus earned by our named executive officers for performance for the three years ended December 31, 2025 , 2024 and 2023

under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation

Program—Annual Incentive Bonus” for the discussion and analysis of the annual cash incentives earned by each named

executive officer in respect of 2025 .

(7) The amounts reported in the “All Other Compensation” column for 2025 include the benefits set forth in the table below. The

incremental cost to the Company is based on premiums paid and amounts reimbursed by the Company to the named

executive officer.

Named Executive Officer	Life Insurance and Disability Benefit Plan Contributions ($)(a)	Defined Contribution Plan Contributions ($)(b)	Tax Reimbursements ($)(c)	Tax Assistance ($)(d)	Advisor Fees ($)(e)
Michael Komasinski	2,032	14,000	—	—	—
Megan Clarken	1,137	14,000	21,022	32,402(f)	83,390
Sarah Glickman	2,322	14,000	—	—	—
Ryan Damon	1,242	—	4,208	4,380	—
Brian Gleason	725	14,000	315	—	—

(a) Represents the cost of any life insurance and disability plan premium.

(b) Represents the cost of our employer contributions to the 401(k) plan accounts of Mr. Komasinski, Ms. Clarken, Ms.

Glickman, Mr. Damon and Mr. Gleason, for those who elected to participate in our 401(k) plan.

benefits were agreed to pursuant to her Transition Agreement.

(d) Represents tax assistance to support filings related to trailing income from past international mobility or requirements

triggered by working time spent in different countries.

(e) Represents the cost to the Company of Ms. Clarken’s compensation as a senior advisor to the Company.

(f) Represents the aggregate amount of various invoices processed and reported through payroll as imputed income,

which reflects the actual incremental costs paid by the Company to provide this tax assistance for Ms. Clarken.

(8) Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025.

(9) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

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2025 Grants of Plan-Based Awards Table

The following table sets forth the grants of plan-based awards to the named executive officers during the year

ended December 31, 2025 .

Name		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Stock Awards: Number of Shares of Stock or Units (#)(3)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(4)
	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Michael Komasinski (5)	—	343,750	687,500	1,375,000	—	—	—	—	—	—	—
	2/28/2025	—	—	—	30,121	60,241	120,482	—	—	—	3,506,930
	2/28/2025	—	—	—	30,121	60,241	120,482	—	—	—	1,713,254
	2/28/2025	—	—	—	—	—	—	51,635	—	—	2,003,954
	12/22/2025	—	—	—	—	—	—	125,000 (6)	—	—	2,457,500
	12/22/2025	—	—	—	30,121	60,241	120,482	—	—	—	362,356
Megan Clarken (7)	—	73,493	146,986	293,972	—	—	—	—	—	—	—
	2/28/2025	—	—	—	0	0	0	—	—	—	0
	2/28/2025	—	—	—	0	0	0	—	—	—	0
	2/28/2025	—	—	—	—	—	—	0	—	—	0
Sarah Glickman	—	218,303	436,606	873,212	—	—	—	—	—	—	—
	2/28/2025	—	—	—	12,171	24,343	48,685	—	—	—	944,732
	2/28/2025	—	—	—	12,171	24,342	48,685	—	—	—	1,389,592
	2/28/2025	—	—	—	—	—	—	32,456	—	—	1,259,617
Ryan Damon	—	171,500	343,000	686,000	—	—	—	—	—	—	—
	2/28/2025	—	—	—	9,221	18,441	48,685	—	—	—	715,695
	2/28/2025	—	—	—	9,221	18,441	48,685	—	—	—	1,052,704
	2/28/2025	—	—	—	—	—	—	24,588	—	—	954,260
Brian Gleason (8)	—	0	0	0	—	—	—	—	—	—	—
	2/28/2025	—	—	—	10,696	21,392	42,784	—	—	—	830,224
	2/28/2025	—	—	—	10,696	21,392	42,784	—	—	—	1,221,162
	2/28/2025	—	—	—	—	—	—	28,522	—	—	1,106,939

(1) The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column represent each

named executive officer’s annual cash bonus opportunity that could have been earned in respect of the annual cash incentive

established in 2025 under the EBP. See “Executive Compensation–Compensation Discussion and Analysis–Elements of

Executive Compensation Program—Annual Incentive Bonus” for a discussion of the annual cash incentives earned by each

named executive officer for 2 025. The threshold achievement level for a particular performance condition affecting a portion of

the annual cash incentive opportunity was adjusted. For more information see “Compensation Discussion and Analysis—

Annual Incentive Bonus.”

(2) All PSUs were granted under our Amended and Restated 2015 PSU Plan. The number of these PSUs that were actually

earned and received by each named executive officer (if any) was determined in the following fiscal year. Of those PSUs

actually earned and received, for the financial PSUs, two-thirds will vest on the two-year anniversary of the grant date, and the

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remainder will vest on the three-year anniversary of the grant date. For the TSR-based PSUs, 50% will be earned and vest on

the two-year anniversary of the grant and the remainder will vest on the three-year anniversary of the grant date.

(3) All RSUs were granted under our Amended and Restated 2015 Time-Based RSU Plan.

(4) Represents the grant date fair value, measured in accordance with FASB ASC Topic 718, of PSU awards and RSU awards

made in 2025. Grant date fair values are calculated pursuant to assumptions set forth in Note 15 of our 2025 Annual Report on

Form 10-K as filed with the SEC on February 26, 2026 . The grant date face value for the relative TSR-based PSUs comprising

the PSU awards, as considered in establishing the target equity compensation, was $2,337,953 for Mr. Komasinski, $944,732

for Ms. Glickman, $715,695 for Mr. Damon and $1,784,484 for Mr. Gleason.

(5) On December 22, 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into

financial PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while

preserving the original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For

more information, please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for

New CEO.” The grant date for this modified award represents the modification date with respect to such award in accordance

with FASB ASC 718. The grant date fair value of this award represents the incremental fair value of the award as of the

modification date computed in accordance with FASB ASC Topic 718.

(6) This RSU award represents a one-time grant of a time-vesting equity award to Mr. Komasinski, approved by the Board of

Directors in December 2025. For more information, please see “Compensation Discussion and Analysis—New Hire Package

and Year One Compensation for New CEO.”

(7) Ms. Clarken retired from her role as Chief Executive Officer on February 15, 2025. Due to Ms. Clarken’s retirement, she was

not eligible to participate in the full year bonus program, so the threshold, target and maximum amounts are pro-rated for 2025.

(8) Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025.

Executive Employment Agreements

We have entered into an employment agreement with each of the named executive officers and, in connection

with her retirement, a transition agreement with Ms. Clarken, the material terms of which are described below. Each of the

agreements with our named executive officers is for an indefinite term. The provisions of these arrangements relating to

termination of employment are described under “Potential Payments Upon Termination or Change of Control” below. See

“Executive Compensation–Compensation Discussion and Analysis–Elements of Executive Compensation Program” for a

discussion of the elements of compensation of each of the named executive officers for the year ended December 31,

2025 .

Mr. Komasinski

Criteo Corp. entered into a management agreement with Mr. Komasinski, dated as of December 18, 2024, in

connection with his employment by Criteo Corp. The management agreement, provided that Mr. Komasinski was entitled

to receive an annual base salary of $750,000 and will be eligible to receive a target annual bonus opportunity equal to

100% of his annual base salary and a maximum annual bonus opportunity equal to 200% of his annual base salary. The

annual bonus opportunity pursuant to the Company’s Executive Bonus Plan is based on the Company’s financial

performance and the assessment by the Board of individual performance. Mr. Komasinski’s remuneration is in respect of

his role as Chief Executive Officer of our wholly-owned subsidiary, Criteo Corp.

The management agreement also provided that Mr. Komasinski would receive a sign-on bonus equal to

$1,000,000 on the first regularly scheduled payroll date following his start date of February 15, 2025. In addition, Mr.

Komasinski’s incentive-based compensation is subject to recoupment pursuant to the Company’s clawback policy

adopted by the Board of Directors and in effect from time to time.

The management agreement provided that Mr. Komasinski would receive (i) a sign-on equity grant with an

aggregate grant date fair market value equal to $2,000,000 in the following mix of RSUs and PSUs: 30% RSUs and 70%

PSUs (comprised of 35% Financial PSUs and 35% TSR-based PSUs (each as defined below)), and (ii) a 2025 annual

equity grant with a grant date fair market value of $5,000,000 in the same mix of RSUs and PSUs as the sign-on equity

grant.

Pursuant to the management agreement, Mr. Komasinski is subject to customary restrictive covenants provided

by the Company’s protective covenants agreement, including a requirement not to compete with the Company and its

affiliates anywhere in the world for a period of 12 months after termination of employment. As an employee of Criteo

Corp., Mr. Komasinski will not receive any additional compensation for his service on the Board of Directors.

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Ms. Clarken

On August 26, 2024, we announced that Ms. Clarken would retire from the Company after completion of a search

process for her successor and a transition period. To ensure a smooth transition, on August 26, 2024, Criteo Corp. and

Ms. Clarken entered into a Transition Agreement (the “Transition Agreement”), which set forth the terms of Ms. Clarken’s

phased transition.

Pursuant to the terms of the Transition Agreement, Ms. Clarken served in a full-time capacity as Chief Executive

Officer and a member of the Board of Directors until her successor Chief Executive Officer was appointed by the Board of

Directors and commenced services (the “Transition Date”), which occurred with the appointment of Michael Komasinski

with the effective date of February 15, 2025. Ms. Clarken stepped down from her roles on the Transition Date and

remained employed as a senior advisor to the Board of Directors and the Chief Executive Officer through November 15,

2025, under the terms of the Transition Agreement. Ms. Clarken received a monthly salary equal to ten thousand dollars

($10,000) for her services as a senior advisor.

Ms. Clarken did not receive any severance benefits in connection with her separation from the Company on

November 15, 2025.

Ms. Glickman

We entered into an amended and restated executive employment agreement effective as of November 1, 2024

with Ms. Glickman, our Chief Financial Officer. Under the terms of her employment agreement, Ms. Glickman was entitled

to receive an annual base salary of $529,000 and a target annual bonus opportunity equal to 75% of her annual base

salary.

Our Board of Directors determined that for year ended December 31, 2025 , Ms. Glickman would receive an

annual base salary of $529,000, and an increased target annual bonus opportunity equal to 85% of her annual base

salary.

Mr. Damon

We entered into an amended and restated executive employment agreement effective as of November 1, 2024

with Mr. Damon, our Chief Legal and Transformation Officer. Under the terms of his employment agreement, Mr. Damon

was entitled to receive an annual base salary of $490,000, and a target annual bonus opportunity equal to 70% of his

annual base salary.

Our Board of Directors determined that for year ended December 31, 2025 , Mr. Damon would receive an annual

base salary of $490,000, with no change to his target annual bonus opportunity .

Mr. Gleason

We entered into an amended and restated executive employment agreement effective as of July 1, 2024 with Mr.

Gleason, our Chief Revenue Officer and President, Retail Media. Under the terms of his employment agreement, Mr.

Gleason was entitled to receive an annual base salary of $575,000, and a target annual bonus opportunity equal to 100%

of his annual base salary. Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29,

2025.

Mr. Gleason did not receive any severance benefits in connection with his resignation.

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Outstanding Equity Awards at 2025 Fiscal Year End Table

The following table sets forth the number of securities underlying outstanding equity awards held by the named

executive officers as of December 31, 2025 . Ms. Clarken retired from her role as Chief Executive Officer on February 15,

2025 and Mr. Gleason resigned as Chief Revenue Officer and President, Retail Media, effective July 29, 2025. Neither

Ms. Clarken nor Mr. Gleason held outstanding equity awards subject to continued vesting or exercise as of December 31,

2025.

Name	Grant Date	Option Awards — Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options Unexercisable (#)(1)	Option Exercise Price ($)(2)	Option Expiration Date	Stock Awards — Number of Shares or Units of Stock That Have Not Vested (#)(1)(4)	Market Value of Shares or Units of Stock That Have Not Vested ($)(5)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)(3)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
Michael Komasinski	02/28/2025	—	—	—	—	51,635	1,064,197	240,964	4,966,268
	12/22/2025	—	—	—	—	125,000	2,576,250	—	—
Megan Clarken	12/11/19	86,715	—	16.61	12/11/29	—	—	—	—
	03/01/2024	—	—	—	—	57,522	1,185,528	—	—
Sarah Glickman	02/24/22	—	—	—	—	3,833	78,998	—	—
	02/23/23	—	—	—	—	31,163	642,269	—	—
	03/01/2024	—	—	—	—	78441	1,616,669	59576	1,227,861
	02/28/2025					32456	668,918	97370	2,006,796
Ryan Damon	02/24/22	—	—	—	—	2,449	50,474	—	—
	02/23/23	—	—	—	—	20,773	428,132	—	—
	03/01/2024	—	—	—	—	66476	1,370,070	50488	1,040,558
	02/28/2025					24588	506,759	73764	1,520,276
Brian Gleason	03/01/2024	—	—	—	—	16,067	331,141	—	—

(1) Refer to “Potential Payments upon Termination or Change of Control” below for circumstances under which the terms of the

vesting of equity awards would be accelerated.

(2) The applicable exchange rate for the exercise price of the stock option awards shown in the Outstanding Equity Awards at

Fiscal Year End table are as follows:

Date	Euro to U.S. Dollar Conversion Rate
12/11/19	1.1077

(3) The PSUs prior to 2024 will generally vest as to 50% of the earned amount on the second anniversary of the date of grant and

in eight equal quarterly installments thereafter, based on continued employment. The PSUs for grant dates in 2024 and 2025

are provided at the maximum possible payout at 200% of target. Starting in 2024, the PSU vesting period was changed to 3

years, such that 2/3 of the earned amount will vest on the second anniversary date for financial PSUs and 50% for TSR-based

PSUs, and on the third anniversary, the remaining 1/3 will vest for financial PSUs and remaining 50% for TSR-based PSUs. In

December 2025, the Board of Directors approved the conversion of Mr. Komasinski’s 2025 TSR-based PSUs into financial

PSUs, with performance measured half based on 2026 plan metrics and half based on 2027 plan metrics, while preserving the

original overall vesting schedule. This action was approved as part of a one‑time CEO retention action. For more information,

please see “Compensation Discussion and Analysis—New Hire Package and Year One Compensation for New CEO.”

(4) The RSUs will generally vest as to 50% on the two-year anniversary of the grant date, and the remainder will vest in eight

equal quarterly installments thereafter. Mr. Komasinski received a supplemental grant of 125,000 RSUs with a grant date value

of $2,437,500 approved by the Board of Directors in December 2025 in connection with a one‑time CEO retention action. The

shares comprising this supplemental grant are subject to time-based vesting as follows: 2/3rd of the shares will vest on the

two-year anniversary of the grant date, and the remaining 1/3rd will vest on the three-year anniversary of the grant date;

however, if the conversion of the Company into a Luxembourg company is completed before the first anniversary of the grant

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date, then 1/3rd of the shares will vest on the anniversary of the grant date, 1/3rd of the shares will vest on the two-year

anniversary of the grant date and the remaining 1/3rd will vest on the three-year anniversary of the grant date. For a

description of the Board of Director’s rationale for this action, see “Compensation Discussion and Analysis—New Hire Package

and Year One Compensation for New CEO.”

(5) Determined with reference to $20.61, the closing price of an ADS on December 31, 2025.

Option Exercises and Stock Vested in 2025 Table

The following table summarizes for each named executive officer the stock option exercises and shares vested

from outstanding stock awards during the year ended December 31, 2025 .

Name	Option Awards — Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Stock Awards — Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)
Michael Komasinski	—	—	—	—
Megan Clarken	108,656	3,947,363	131,082	4,741,836
Sarah Glickman	—	—	54,102	1,858,472
Ryan Damon	—	—	32,652	1,144,669
Brian Gleason	—	—	29,106	1,066,527

(1) Determined with reference to $37.70 for the exercise done on March 6, 2025; $36.66 for the exercise done on March 7, 2025;

$34.92 for the exercise done on March 11, 2025; $35.80 for the exercise done on March 12, 2025; $36.23 for the exercise

done on March 14, 2025.

(2) Determined by (a) multiplying the number of units that vested on a given vesting date by the closing price of an ADS on such

vesting date and (b) aggregating the value realized upon vesting for units that vested during fiscal year 2025.

Potential Payments upon Termination or a Change in Control

Individual Agreements

We have entered into employment arrangements and Protective Covenants Agreement, as described below,

which require us to provide specified payments and benefits to certain of our named executive officers as a result of

certain terminations of employment, including following a change of control. Each of the employment arrangements with

our named executive officers, discussed above in “Executive Compensation—Compensation Tables—Executive

Employment Agreements,” provide for severance, restrictive covenants or change of control payments. Ms. Clarken

retired from her role as Chief Executive Officer on February 15, 2025 and Mr. Gleason resigned as Chief Revenue Officer

and President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive Employment

Agreements,” neither Ms. Clarken nor Mr. Gleason remain subject to other agreements with the Company involving

payments as a result of such events.

Mr. Komasinski

Mr. Komasinski’s management agreement, provides for a potential severance payment in the event of certain

terminations of employment with Criteo Corp. If Mr. Komasinski’s office as Chief Executive Officer of the Company is

terminated by Criteo Corp. other than for cause and other than due to his death or disability, or by Mr. Komasinski for good

reason (as such terms are defined in the management agreement) (each, an “Involuntary Termination”), subject to Mr.

Komasinski’s execution of a general release of claims and continued compliance with the restrictive covenants set forth in

his Protective Covenants Agreement, Mr. Komasinski will be entitled to receive (i) cash severance equal to 12 months of

his then-current monthly base salary, (ii) an amount equal to his target annual bonus opportunity, with such amounts in (i)

and (ii) payable in a lump sum on the 60th day following the date of such termination, (iii) bonus amounts earned for

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completed performance periods that remain unpaid as of the termination date, payable when such bonus amounts are

paid to other senior officers, (iv) the cost of COBRA premiums under the Company’s group health and welfare plans for

the 12-month period following the termination date, and (v) continued vesting of all outstanding, unvested RSUs and

PSUs as if Mr. Komasinski remained employed for 12 months following such termination (with the PSUs vesting based on

actual performance at the end of the applicable performance year, as determined by the Board of Directors).

Under the management agreement, if Mr. Komasinski’s office as Chief Executive Officer of the Company is

terminated due to an Involuntary Termination within one year following a Change in Control (as defined in the

management agreement), subject to Mr. Komasinski’s execution of a general release of claims and continued compliance

with the restrictive covenants set forth in his Protective Covenants Agreement, Mr. Komasinski will be entitled to receive

the severance payments and benefits described above, with immediate vesting of all outstanding unvested RSUs and

PSUs based on achievement of the target level of performance, provided that no RSU or PSU granted within the one-year

period prior to the date of Mr. Komasinski’s termination will vest (but, in such event, any unvested RSUs or PSUs will

continue to vest as if Mr. Komasinski remained in service for up to 12 months following the termination date.

Any RSUs or PSUs that become vested pursuant to the terms of his management agreement will be subject to a

holding period until the second anniversary of the date of grant of the award, and the shares relating to such vested RSUs

and PSUs will be definitively acquired by (delivered to) Mr. Komasinski no earlier than the expiration of the required

holding period.

Ms. Glickman and Mr. Damon

The employment agreements with Ms. Glickman and Mr. Damon (each an “executive” and collectively, the

“executives”) provide for a potential severance payment in the event the executive is terminated by us without Cause or

resigns with Good Reason (as such terms are defined in the employment agreements). In such an event, the executive

will be entitled to receive, on the 60th day following the Termination Date (as defined in the employment agreement), a

lump sum cash amount (less applicable withholdings) equal to the sum of (i) the product of (x) 12 (or in the event of a

change of control (as defined in the employment agreement) and a subsequent involuntary termination within 12 months

following the date of such change of control, also 12), and (y) the executive’s monthly base salary rate as then in effect

(without giving effect to any reduction in base salary amounting to Good Reason), (ii) an amount equal to the product of

(x) 100% (or in the event of a change of control (as defined in the employment agreement) and a subsequent involuntary

termination within 12 months following the date of such change of control, also 100%) and (y) the executive’s annual

bonus for the calendar year during which the termination occurs, calculated based on the bonus that would have been

paid to the executive if the executive’s employment had not terminated and if all performance-based milestones were

achieved at the 100% level by both the Company and the executive, such bonus to be, solely for the purpose of defining

severance benefits, (iii) all bonus amounts earned for completed performance periods prior to the termination date but

which otherwise remain unpaid as of the termination date, (iv) the cost of COBRA premiums under Criteo Corp.’s group

health insurance plans in the United States for the 12-month period following the termination date and (v) continued

vesting of outstanding unvested RSUs and PSUs as if the executive remained employed for six months following the

termination date (and in the case of PSUs, based on actual performance at the end of the applicable performance year, as

determined by the Board of Directors in its reasonable discretion).

In addition, in the event that the executive is terminated by us without Cause or resigns with Good Reason, in

each case, upon or within 12 months following a change in control of the Company (as defined in the 2016 Stock Option

Plan), all of the executive’s equity awards will accelerate and become exercisable as of their termination date, provided

that the PSUs will vest in the amount that would become vested assuming achievement of the target level of performance,

and provided further that in all instances the provisions of the Amended and Restated 2015 RSU Plan and the Amended

and Restated 2015 PSU Plan which prohibit the acceleration or shortening of the minimum vesting period of one year will

continue to apply, such that no RSUs or PSUs granted within the one-year period prior to the date of the executive’s

termination will vest (but, in such event, any unvested RSUs or PSUs will continue to vest as if the executive remained in

service for up to 12 months following the termination date to enable those unvested shares to also ultimately accelerate

and vest as stated above).

Any RSUs or PSUs that become vested pursuant to the terms of the executive’s employment agreement will be

subject to a holding period until the second anniversary of the date of grant of the award and the shares relating to such

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vested RSUs and PSUs will be definitively acquired by (delivered to) the executive no earlier than the expiration of the

required holding period.

Treatment Under Equity Plans

Stock Option Plans

Each of our 2014 Stock Option Plan and 2016 Stock Option Plan, as amended, provides that in the event of a

change of control of the Company (as defined in the plans), a successor corporation shall assume all outstanding options

or substitute outstanding options with equivalent options or rights. Pursuant to the stock option plans, in the event that the

successor corporation does not agree to assume or substitute outstanding options, the options will accelerate and

become fully vested and exercisable upon the change of control.

Upon termination of an option holder’s employment with us, unless a longer period is specified in the notice of

award or otherwise determined by the Board of Directors, a vested option will generally remain exercisable for 90 days

following the option holder’s termination.

If, at the date of termination, the option holder is not entitled to exercise all of his options, the shares covered by

the unexercisable portion will be forfeited and revert back to the applicable stock option plan.

Performance-Based Free Share (PSU) Plan

Pursuant to the terms of our Amended and Restated 2015 Performance-Based RSU Plan, in the event of a

change of control of the Company, if a successor corporation does not agree to assume an unvested PSU award or

substitute for the PSU award with an equivalent right, and the grant date of the PSU is at least one year prior to the date

of the change of control, the restrictions and forfeiture conditions applicable to the PSU will lapse, and the PSU award will

become vested prior to the consummation of the change of control, with any performance conditions being deemed to be

achieved at target levels. If the grant date of the PSU award is less than one year prior to the date of the change of control

of the Company and no such successor corporation agrees to assume or substitute an unvested PSU, the PSU will lapse.

In the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Performance-Based

RSU Plan), an unvested PSU will vest automatically. In the event of a recipient’s retirement (as defined in the Amended

and Restated 2015 Performance-Based RSU Plan), our Board of Directors has the discretion to determine whether some

or all of the unvested PSUs will vest, subject to the limitations of the plan.

If an employee with outstanding PSUs terminates his employment, or we terminate the employee’s service with

the Company or any of our affiliates, the employee’s right to vest in the PSUs under the Amended and Restated 2015

Performance-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively

employed.

Time-Based Free Share (RSU) Plan

Pursuant to the terms of our Amended and Restated 2015 Time-Based RSU Plan, in the event of a change in

control (as defined in the 2015 Time-Based RSU Plan), if a successor corporation or a parent or subsidiary of the

successor corporation does not agree to assume or substitute outstanding RSUs, and only if the RSUs were granted at

least one year prior to the date of the change in control, the restrictions and forfeiture conditions applicable to the RSUs

will lapse and the RSUs will be deemed fully vested prior to the consummation of a change in control.

In the event of a recipient’s death or disability (as defined in the Amended and Restated 2015 Time-Based RSU

Plan), any unvested RSUs will vest automatically. In the event of a recipient’s retirement (as defined in the Amended and

Restated 2015 Time-Based RSU Plan), our Board of Directors has the discretion to determine whether some or all of the

unvested RSUs will vest, subject to the limitations of the plan.

If an employee with outstanding RSUs terminates his employment, or we terminate the employee’s service with

the Company or any of our affiliates, the employee’s right to vest in the RSUs under the Amended and Restated 2015

Time-Based RSU Plan, if any, will terminate effective as of the date that such employee is no longer actively employed.

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Estimated Potential Payments and Benefits

The following table estimates the potential amounts payable to our named executive officers in connection with

certain terminations of their employment or a change of control of the Company, under the circumstances described in

more detail above. The table reflects estimated amounts assuming that the termination of employment or other

circumstance, as applicable, occurred on December 31, 2025 . The actual amounts that would be paid upon a named

executive officer’s termination of employment or a change of control can be determined only at the time of such event. Ms.

Clarken retired from her role as Chief Executive Officer as of February 15, 2025 and Mr. Gleason resigned as Chief

Revenue Officer and President, Retail Media, effective July 29, 2025. Other than as described above in “—Executive

Employment Agreements,” no severance or other payments would be paid to either Ms. Clarken or Mr. Gleason in

connection with a termination of employment or change of control of the Company.

POTENTIAL PAYMENTS UPON TERMINATION OR FOLLOWING A CHANGE OF CONTROL
	Termination Without Cause				Termination Without Cause or Resignation by the Executive With Change of Control
Name	Severance Pay ($)	Continued Vesting of Equity Awards ($)	Continued Insurance Coverage ($) (1)	Total ($)	Severance Pay ($)	Accelerated Vesting of Equity Awards ($) (2)	Continued Insurance Coverage ($) (1)	Total ($)
Michael Komasinski	$1,500,000	$1,886,533	$42,542	3,429,075	$1,500,000	$6,123,581	$42,542	7,666,123
Sarah Glickman	$978,650	$2,600,650	$42,542	3,621,842	$978,650	$5,998,821	$42,542	7,020,013
Ryan Damon	$833,000	$2,015,060	$42,542	2,890,602	$833,000	$4,606,554	$42,542	5,482,096

(1) The amount shown is based on full COBRA benefits continuation costs in the United States based on the current enrollment

status of each executive.

(2) The amount shown represents the value of the equity awards that would vest upon a change of control under the additional

assumption that outstanding equity awards are not assumed or substituted in the change of control transaction, as described

above in the “Potential Payments Upon Termination or Change of Control—Treatment Under Equity Plans” narrative.

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PAY RATIO DISCLOSURE

Pursuant to the Exchange Act, we are required to disclose in this proxy statement the ratio of the

total annual compensation of our Chief Executive Officer to the median of the total annual compensation

of all of our employees (excluding our Chief Executive Officer). Based on SEC rules for this disclosure

and applying the methodology described below, we have determined that total annualized compensation

for Mr. Komasinski, our current Chief Executive Officer, for 2025 was $12,630,026, and the median of the

total compensation of all of our employees (excluding Mr. Komasinski) for 2025 was approximately

$104,354. Accordingly, we estimate the ratio of Mr. Komasinski’s total compensation for 2025 to the

median of the total compensation of all of our employees (excluding Mr. Komasinski) for 2025 to be

approximately 121 to 1.

Mr. Komasinski became the Chief Executive Officer of the Company on February 15, 2025. As

permitted by SEC rules, in calculating this pay ratio we annualized Mr. Komasinski’s fiscal 2025

compensation by utilizing his annual base salary and annual bonus. No other adjustments were made to

Mr. Komasinski’s fiscal 2025 compensation as reported in the Summary Compensation Table.

We selected December 31, 2025 , which is a date within the last three months of fiscal year 2025 ,

as the determination date to identify our median employee. To find the median of the annual total

compensation of all our employees (excluding Mr. Komasinski), we used the amount of salary, wages,

overtime and bonus from our payroll records as our consistently applied compensation metric. In making

this determination, we annualized the compensation for those employees who were hired during fiscal

2025 as permitted under SEC rules. We did not make any cost-of-living adjustments in identifying the

median employee. After identifying the median employee, we calculated the annual total compensation for

such employee using the same methodology we used for Mr. Komasinski’s annual total compensation in

the Summary Compensation table for fiscal year 2025 .

In accordance with SEC rules, we excluded all employees in certain non-U.S. jurisdictions that, in

each case, constituted less than 1.83% of our total headcount. The excluded employees were located in

Australia (18 employees), China (19 employees), Israel (17 employees), Italy (19 employees), the

Netherlands (16 employees), Russia (1 employee), Sweden (3 employees), South Korea (66 employees)

and Dubai (9 employees). The 168 excluded employees constituted 4.66% of our total number of 3,606

U.S. and non-U.S. employees as of December 31, 2025 .

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PAY VERSUS PERFORMANCE

Under rules adopted pursuant to the Dodd-Frank Act, we are required to disclose certain information about the relationship between the

compensation actually paid to our named executive officers and certain measures of company performance. The material that follows is provided

in compliance with these rules however additional information regarding our compensation philosophy, the structure of our performance-based

compensation programs, and compensation decisions made this year is described above in our "Compensation Discussion and Analysis".

The following table provides information regarding compensation actually paid to our principal executive officer, or PEO, and other NEOs

for each year from 2021 to 2025, compared to our total shareholder return (“TSR”) from December 31, 2020 through the end of each such year,

and our net income and Adjusted EBITDA for each such year.

	Summary		Summary		Average Summary	Average	Value of Initial Fixed $100 Investment Based On:	Peer Group	Net Income ($ millions)
	Compensation	Compensation	Compensation	Compensation	Compensation	Compensation	Total	Total
Fiscal	Table Total	Actually Paid	Table Total	Actually Paid	Table Total	Actually Paid	Shareholder	Shareholder		Adjusted
Year	for PEO (Clarken)	to PEO (Clarken)	for PEO (Komasinski)	to PEO (Komasinski)	for non-PEO NEOs	to non-PEO NEOs	Return	Return		EBITDA ($ millions)
(a)	(b)	(c)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
2025	$ 440,044	$( 10,871,266 )	$ 12,477,560	$ 7,894,728	$ 4,670,402	$( 1,486,790 )	$ 100.49	$ 120.18	$ 149	$ 407
2024	$ 10,655,670	$ 22,606,625	N/A	N/A	$ 4,299,117	$ 8,199,560	$ 192.88	$ 103.66	$ 115	$ 390
2023	$ 9,213,663	$ 8,037,540	N/A	N/A	$ 3,482,977	$ 2,911,501	$ 123.45	$ 80.02	$ 55	$ 302
2022	$ 7,063,702	$ 109,157	N/A	N/A	$ 2,573,107	$( 84,334 )	$ 127.06	$ 49.66	$ 11	$ 267
2021	$ 9,573,644	$ 17,678,710	N/A	N/A	$ 1,879,611	$ 5,097,357	$ 189.52	$ 94.84	$ 138	$ 323

(a) Megan Clarken was our PEO from November 25, 2019 through February 15, 2025. Michael Komasinski has been our PEO since February 15, 2025.

(b) Represents the total compensation paid to our PEO in each listed year, as shown in our Summary Compensation Table for such listed year.

(c) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed year, but this is a dollar amount derived from the starting

point of summary compensation table total compensation under the methodology prescribed under the relevant rules as shown in the adjustment tables below.

PEO (Clarken)
Prior FYE	12/31/2024
Current FYE	12/31/2025
Fiscal Year	2025
Summary Compensation Table Totals	$ 440,044
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation	$ —
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$ —
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$ —

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+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$( 10,389,364 )
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$ —
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$( 921,946 )
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$ —
‘ + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$ —
Compensation Actually Paid	$( 10,871,266 )

PEO (Komasinski)
Prior FYE	12/31/2024
Current FYE	12/31/2025
Fiscal Year	2025
Summary Compensation Table Totals	$ 12,477,560
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation	$ —
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$( 10,043,994 )
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$ 5,461,162
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$ —
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$ —
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$ —
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$ —
‘ + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$ —
Compensation Actually Paid	$ 7,894,728

*The assumptions used for determining the fair values shown in these tables are materially consistent with those used to determine the fair values disclosed as of the grant date of

such awards.

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(d) These amounts are the average of the total compensation paid to our NEOs other than our PEO in each listed year, as shown in our Summary Compensation

Table for such listed year. The names of the non-PEO NEOs in each year are listed in the table below.

Officer Name	Fiscal Year Position — 2021	2022	2023	2024	2025
Sarah Glickman	NEO	NEO	NEO	NEO	NEO
Ryan Damon	NEO	NEO	NEO	NEO	NEO
Brian Gleason	N/A	N/A	N/A	NEO	NEO

(e) These amounts are the average of compensation actually paid for our NEOs other than our PEO in each listed year. Compensation actually paid does not

mean that these NEOs were actually paid those amounts in the listed year, but this is a dollar amount derived from the starting point of Summary Compensation

Table total compensation under the methodology prescribed under the SEC's rules as shown in the table below, with the indicated figures showing an average of

such figure for all NEOs other than our PEO in each listed year.

Average NEO
Prior FYE	12/31/2024
Current FYE	12/31/2025
Fiscal Year	2025
Summary Compensation Table Total	$ 4,670,402
− Change in Pension Value and Above Market Non-Qualified Deferred Compensation	$ —
− Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$( 3,944,264 )
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$ 1,482,090
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$( 3,362,963 )
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$ —
+ Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$( 332,056 )
− Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$ —
‘ + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$ —
Compensation Actually Paid	$( 1,486,790 )

*Note that the fair value assumptions shown with respect to footnote (c) apply to the figures in this table as well.

(f) Total shareholder return is calculated by assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all

dividends until the last day of each reported fiscal year.

(g) The peer group used is the Nasdaq Internet Index, as used in the Company's performance graph in our annual report. Total shareholder return is calculated by

assuming that a $100 investment was made on the day prior to the first fiscal year reported below and reinvesting all dividends until the last day of each reported

fiscal year.

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(h) The dollar amounts reported are the Company's net income reflected in the Company’s audited financial statements.

(i) In the Company's assessment Adjusted EBITDA is the financial performance measure that is the most important financial performance measure (other than total

shareholder return and net income) used by the company in 2025 to link compensation actually paid to performance. Adjusted EBITDA can be determined from

net income by adding back financial income (expense), income taxes, depreciation and amortization, and adjusting to eliminate the impact of equity awards

compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency

related to a regulatory matter.

Description of Relationships Between Compensation Actually Paid and Performance

We believe the Company’s pay-for-performance philosophy is well reflected in the table above because the Compensation Actually Paid

tracks well to the performance measures disclosed in such tables. The graphs below describe, in a manner compliant with the relevant rules, the

relationship between Compensation Actually Paid and the individual performance measure shown.

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Tabular List of Financial Performance Measures

As described in greater detail in “Compensation Discussion and Analysis,” the objectives of our executive compensation program are to

ensure that we are able to attract and retain highly skilled executives and to provide a compensation program that incentivizes management to

optimize business performance, deploy capital productively, and increase long-term shareholder value. The most important financial performance

measures used by the Board of Directors for the most recently completed fiscal year to link compensation actually paid to our named executive

officers to the Company’s performance are as follows (unranked):

Most Important Financial Performance Measures
Contribution ex-TAC
Adjusted EBITDA
Retail Media Contribution ex-TAC

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The compensation committee currently consists of Ms. Balla and Messrs. Mesrobian and

Teunissen. During fiscal year 2025 , no member of the compensation committee was an employee, officer

or former officer of the Company or any of its subsidiaries. During fiscal year 2025 , no member of the

compensation committee had a relationship that must be described under the SEC rules relating to

disclosure of related person transactions. During fiscal year 2025 , none of our executive officers served

on the board of directors or compensation committee of any entity that had one or more of its executive

officers serving on the Company’s Board of Directors or compensation committee.

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RESOLUTION 5 :

ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act, we are including in this

proxy statement a Resolution, subject to shareholder vote, to approve, on a non‑binding advisory basis,

the compensation of our named executive officers (as disclosed under “Executive Compensation—

Compensation Discussion and Analysis” and the tables that follow).

Our primary compensation goals for our named executive officers are (1) to attract and retain a

highly skilled team of executives in competitive markets; (2) to reward our executives for achieving or

exceeding our financial, operational, and strategic performance goals; (3) to align our executives’ interests

with those of our shareholders; and (4) to provide compensation packages that are competitive and

reasonable relative to our peers and the broader competitive market. Our compensation programs are

designed to reward our named executive officers for the achievement of annual and long‑term strategic

and operational goals that are expected to increase shareholder value, while at the same time avoiding

the encouragement of unnecessary or excessive risk-taking. Prior to voting, we encourage shareholders

to review the Compensation Discussion and Analysis and executive compensation tables in “Executive

Compensation” in this proxy statement for complete details of how our compensation policies and

procedures for our named executive officers operate and are designed to achieve our compensation

objectives in 2025 .

We believe that our compensation programs for our named executive officers have been effective

at promoting the achievement of positive results, appropriately aligning pay and performance and

enabling us to attract and retain very talented executives within our industry, while at the same time

avoiding the encouragement of unnecessary or excessive risk-taking.

We are asking our shareholders to indicate their support for the compensation of our named

executive officers as described in this proxy statement. This Resolution, commonly known as a

“say‑on‑pay” proposal, gives you as a shareholder the opportunity to express your views on our 2025

compensation for our named executive officers. This vote is not intended to address any specific item of

compensation; rather, the vote relates to the overall compensation of our named executive officers as

described in this proxy statement in accordance with the compensation disclosure rules of the SEC. At the

2022 Annual General Meeting, our shareholders recommended that our Board of Directors hold a say-on-

pay vote on an annual basis. At the 2025 Annual General Meeting, approximately 97.98% of the votes

cast were in favor of the advisory vote to approve our executive compensation. We engaged in outreach

to a significant number of our shareholders, covering a large percentage of our outstanding shares. We

continuously engage with our largest investors and regularly solicit their feedback on a variety of

corporate governance topics, including executive compensation, as part of the compensation committee’s

review of our compensation strategy.

Although this is an advisory vote which will not be binding on our compensation committee or

Board of Directors, our compensation committee and Board of Directors will carefully review the results of

the shareholder vote. Our compensation committee and Board of Directors will consider potential

shareholders’ concerns and take them into account in future determinations concerning compensation of

our named executive officers. Our Board of Directors therefore recommends that you indicate your

support for the compensation of our named executive officers in 2025 as outlined in this proxy statement,

by voting “FOR” Resolution 5 .

For the full text of Resolution 5 , please see Annex A.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

RESOLUTION 5 .

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RESOLUTIONS 6 TO 8 :

VOTE ON THE 2025 FINANCIAL STATEMENTS AND ALLOCATION OF RESULTS

In accordance with French corporate law, our statutory financial statements, prepared in

accordance with French GAAP, and our consolidated financial statements prepared in accordance with

IFRS as adopted by the European Union, must each be approved by our shareholders within six months

following the close of the year. At the Annual General Meeting, the Statutory Auditors will present their

reports on our 2025 French GAAP statutory financial statements and our 2025 IFRS consolidated

financial statements.

Resolution 6 approves our statutory financial statements for the fiscal year ended December 31,

2025 (also referred to as individual or corporate financial statements) and the transactions disclosed

therein. For reference, an English translation of our statutory financial statements for the fiscal year ended

December 31, 2025 , prepared in accordance with French GAAP is set forth in Annex B.

Resolution 7 approves our consolidated financial statements for the fiscal year ended December

31, 2025 , and the transactions disclosed therein. For reference, an English translation of our consolidated

financial statements for the fiscal year ended December 31, 2025 , prepared in accordance with IFRS as

adopted by the European Union is set forth in Annex C.

Resolution 8 allocates the loss for the Company’s statutory financial statements of €14,676,214

for the fiscal year ended December 31, 2025 , to retained earnings.

For the full text of Resolutions 6 to 8 , please see Annex A.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

RESOLUTIONS 6 TO 8 .

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RESOLUTION 9 :

VOTE ON AGREEMENT REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH

COMMERCIAL CODE

Pursuant to French law, each of our Board of Directors and our Statutory Auditors must report

annually to our shareholders regarding any related person transactions within the meaning of Articles L.

225-38 et seq. of the French Commercial Code in advance of our Annual General Meeting, and such

transactions generally must be approved, prior to their execution, by the Board of Directors, and then

submitted to our shareholders for approval at our Annual General Meeting. As a result, each year we ask

our shareholders to approve any related person agreements referred to in Articles L. 225-38 et seq. of the

French Commercial Code. Only new agreements authorized over the course of 2025 are subject to a vote

at the Annual General Meeting, and agreements entered into between the Company and its wholly-owned

subsidiaries are not subject to the procedure of regulated agreements. Pursuant to French law, interested

persons may not participate in the Board of Directors’ prior approval or the shareholder vote on such

agreement and, in each case, their vote or votes will not be taken into account in calculating the quorum

or majority for such resolution. Any such agreement not approved in advance by the Board of Directors

and which has a harmful effect on the Company can be annulled during a three-year period starting on

the date of the execution of such agreement, unless it is subsequently ratified by the shareholders.

The only agreement entered into in 2025 which is a related person transaction within the meaning

of Articles L. 225-38 et seq. of the French Commercial Code subject to shareholders’ approval pursuant to

Resolution 9 (and not otherwise already approved by shareholders), is the agreement to subscribe liability

insurance and provide indemnification with Ms. Stefanie Jay.

The indemnification agreement entered into with Ms. Jay was approved by the Board of Directors

during its meeting held on April 9, 2025 and is submitted for shareholder approval pursuant to Resolution

9 . Ms. Jay did not participate in the discussions and did not vote to approve her indemnification

agreement, as she was not a director at the time the decision was made by the Board of Directors. The

indemnification agreement is substantially in the form of the indemnification agreement filed as an exhibit

to the Company’s 2025 Annual Report on Form 10-K, filed with the SEC on February 26, 2026 , and is

substantially consistent with indemnification agreements entered into in the past with other directors and

officers.

Resolution 9 relates to shareholder approval of offers to subscribe liability insurance and provide

indemnification that we have entered into with certain of our executive officers and each of our directors.

Under French law, provisions of by-laws that limit the liability of directors are prohibited. However, French

law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities

incurred by any of their directors and officers involved in a third-party action, provided that they acted in

good faith and within their capacities as directors or officers of the company. Criminal liability cannot be

indemnified under French law, whether directly by a company or through liability insurance.

We have entered into agreements with our directors and certain officers to provide liability

insurance to cover damages and expenses related to judgments, fines and settlements in any action

arising out of their actions as directors and officers. The agreements do not provide coverage for willful or

gross misconduct, actions by Criteo or derivative actions by shareholders on Criteo’s behalf, insider

trading, or actions in bad faith or contrary to Criteo’s best interest, or criminal or fraudulent proceedings.

Under French law, a director or officer may not be held liable to third parties for recklessness or gross

negligence not involving intentional misconduct, but rather only to the Company itself. Claims made by

Criteo or by any shareholder or other person on Criteo’s behalf are not indemnifiable. Director and officer

indemnification agreements and insurance are customary among listed companies in the United States,

including our peer companies. We believe these agreements are very limited and are intended to provide

the same or smaller scope of coverage as would be provided by companies in the United States, with

which we compete for talent, but within the confines of French law. As a result, we believe that these

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arrangements are consistent with market practice in our main competitive markets for director and

executive talent and are therefore necessary to attract qualified directors and executive officers.

A special report of the Statutory Auditors on the related person transactions entered into in 2025

and submitted to the shareholders for approval will be made available to the shareholders in accordance

with Articles L. 225-40 and L. 225-40-1 of the French Commercial Code.

For the full text of Resolution 9 , please see Annex A.

RECOMMENDATION

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”

RESOLUTION 9 .

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AUDIT COMMITTEE REPORT

As the audit committee of the Board of Directors, we are composed of independent directors as

required by, and in compliance with, the listing standards of Nasdaq and applicable SEC rules. We

operate pursuant to a written audit committee charter adopted by the Board of Directors. Following is the

report of the audit committee with respect to the Company’s audited 2025 consolidated financial

statements, which include its consolidated statements of financial position as of December 31, 2025 and

2024 , and the related consolidated statements of income, comprehensive income, changes in equity and

cash flows for each of the years in the three-year period ended December 31, 2025 , and the related notes

thereto.

Responsibilities. As described above under the heading “Board of Directors—Board Committees

—Audit Committee,” the audit committee is responsible for, among other things, the evaluation and

assessment of the independence and qualification of the independent registered public accounting firm to

the extent permitted under French law. It is not the duty of the audit committee to plan or conduct audits

or to prepare the Company’s financial statements. Management is responsible for preparing the financial

statements and maintaining effective internal control over financial reporting pursuant to Section 404 of

the Sarbanes-Oxley Act (“Section 404”) and has the primary responsibility for assuring their accuracy,

effectiveness and completeness. The independent registered public accounting firm is responsible for

auditing those financial statements and the effectiveness of internal control over financial reporting and

expressing its opinion as to whether the financial statements present fairly, in accordance with U.S.

GAAP, the Company’s financial position, results of operations and cash flows and whether the Company’s

internal control over financial reporting is effective. However, the audit committee does review, upon

completion of the audit, the consolidated financial statements proposed to be included in the Company’s

reports with the SEC and recommends whether such financial statements should be included. The audit

committee also reviews any analyses prepared by management or the independent registered public

accounting firm setting forth significant financial reporting issues and judgments made in connection with

the preparation of the financial statements and reviews with management and the independent registered

public accounting firm, as appropriate, significant issues that arise regarding accounting principles and

financial statement presentation. The audit committee also reviews and discusses with the independent

registered public accounting firm the critical audit matters arising from the audit of the Company’s

financial statements. In addition, the audit committee reviews, upon completion of the audit, the

consolidated financial statements prepared in accordance with IFRS as adopted by the European Union

for the purpose of our statutory reporting requirements.

In the absence of their possession of a reason to believe that such reliance is unwarranted, the

members of the audit committee necessarily rely on the information or documentation provided to them

by, and on the representations made by, management or other employees of the Company, the

independent registered public accounting firm, and/or any consultant or professional retained by the audit

committee, the Board of Directors, management or by any board committee. Accordingly, the audit

committee’s oversight does not provide an independent basis to determine that management has applied

U.S. GAAP appropriately or maintained appropriate internal controls and disclosure controls and

procedures designed to assure compliance with accounting standards and applicable laws and

regulations. Furthermore, the audit committee’s authority and oversight responsibilities do not

independently assure that the audits of the financial statements have been carried out in accordance with

the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) or that

the financial statements are presented in accordance with U.S. GAAP.

Review with Management and Independent Registered Public Accounting Firm . The audit

committee reviewed and discussed the audited consolidated financial statements for 2025 , including the

quality of the Company’s accounting principles, with management and the Company’s independent

registered public accounting firm for 2025 , Deloitte & Associés. The audit committee also discussed with

Deloitte & Associés the matters required to be discussed by the applicable requirements of the PCAOB

and the SEC, including, among other items, matters related to the conduct of the audit of the consolidated

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financial statements by the independent registered public accounting firm and its audit of the

effectiveness of internal control over financial reporting pursuant to Section 404. Deloitte & Associés

provided to the audit committee the written disclosures and the letter required by the applicable

requirements of the PCAOB regarding the independent accountant’s communications with the audit

committee concerning independence, and the audit committee discussed with Deloitte & Associés the

latter’s independence, including whether its provision of non-audit services compromised such

independence.

Conclusion of the Audit Committee . Based upon the reviews and discussions referred to above,

the audit committee recommended that the Board of Directors include the audited consolidated financial

statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 , as

filed with the SEC on February 26, 2026 .

Submitted by the audit committee of the Board of Directors:

Ernst Teunissen (Chair)
Nathalie Balla
Stefanie Jay

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our independent registered public accounting firm, Deloitte & Associés, was renewed by

shareholders at the 2023 Annual General Meeting to serve as the independent registered public

accounting firm for the Company until the annual meeting of the Company’s shareholders approving the

financial statements for the fiscal year 2028. Deloitte & Associés has audited the accounts and records of

the Company and its subsidiaries since 2011. A representative of Deloitte & Associés is expected to be

present at the Annual General Meeting and will have the opportunity to make a statement and will be

available to respond to appropriate questions.

The fees for professional services rendered by Deloitte & Associés in each of 2024 and 2025

were:

	Year Ended December 31, — 2025	2024
	(in thousands)
Audit Fees (1)(2)	$ 2,698	$ 2,773
Audit-Related Fees (3)	$ 182	$ 182
Tax Fees (4)	$ 466	$ 393
All Other Fees (5)	$ 4	$ 4
Total	$ 3,350	$ 3,352

(1) As Criteo is a company incorporated in France, a substantial portion of the audit fees are denominated in euros

and have been translated into U.S. dollars using the average exchange rate for the period.

(2) “Audit Fees” are the aggregate fees for the audit of our consolidated financial statements (including statutory

financial statements for Criteo S.A. and other consolidated entities, both French and foreign). This category also

includes services relating to (i) procedures performed on internal controls in accordance with Section 404 of the

Sarbanes-Oxley Act and (ii) other services that are generally provided by the independent accountant, such as

consents and assistance with and review of documents filed with the SEC.

(3) “Audit-Related Fees” are the aggregate fees for assurance and related services reasonably related to the

performance of the audit and not reported under Audit Fees. This includes fees related to assurance services on

corporate social responsibility reporting requirement, as required under the French Commercial Code, and

assurance services for the issuance of a report on compliance with bank covenants.

(4) “Tax Fees” are the aggregate fees for professional services rendered by the principal accountant for tax

compliance, tax advice and tax planning related services. This fee category primarily includes tax advice services

related to French jurisdiction tax matters.

(5) “All Other Fees” are any additional amounts for products and services provided by the principal accountant.

Our audit committee approved all audit and non-audit services provided by our independent

accountant.

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DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who

own more than 10% of our Ordinary Shares, to file with the SEC initial reports of ownership and reports of

changes in ownership of our Ordinary Shares. Based solely upon a review of the copies of such reports

furnished to us, we believe that during the fiscal year 2025 , all persons subject to the reporting

requirements of Section 16(a) of the Exchange Act filed the required reports on a timely basis with the

exception of a Form 4 for Ms. Jay involving a single transaction of 4,444 Ordinary Shares (filed with the

SEC on November 12, 2025).

5 The number of shares outstanding reflects the total number of shares that can be voted at the Annual General Meeting. The

number of shares that can be voted at the Annual General Meeting does not include any Company-owned treasury shares.

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OWNERSHIP OF SECURITIES

The following table sets forth information with respect to the beneficial ownership of our Ordinary

Shares as of March 31, 2026 (unless otherwise indicated) for:

• each beneficial owner of more than 5% of our outstanding Ordinary Shares;

• each of our named executive officers, directors and director nominees; and

• all of our executive officers, directors and director nominees as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules

generally attribute beneficial ownership of securities to persons who possess sole or shared voting power

or investment power with respect to those securities and include Ordinary Shares issuable upon the

exercise of share options and warrants that are immediately exercisable or exercisable within 60 days

after March 31, 2026 , and Ordinary Shares issuable upon the vesting of RSUs within 60 days after March

31, 2026 . Such Ordinary Shares are also deemed outstanding for purposes of computing the percentage

ownership of the person holding the option, warrant or free share, but not the percentage ownership of

any other person. The percentage ownership information shown in the table is based upon 50,098,139 5

Ordinary Shares outstanding as of March 31, 2026 .

Except as otherwise indicated, to our knowledge, all persons listed below have sole voting and

investment power with respect to the Ordinary Shares beneficially owned by them, subject to applicable

community property laws. The information is not necessarily indicative of beneficial ownership for any

other purpose.

Except as otherwise indicated in the table below, addresses of our named executive officers,

directors, director nominees, and named beneficial owners are in care of Criteo S.A., 32 Rue Blanche,

75009 Paris, France.

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Name of Beneficial Owner 5% Shareholders:	Shares Beneficially Owned — Number	%
Neuberger Berman Group LLC (2)	7,953,728	15.88%
DNB Asset Management AS (3)	5,486,161	10.95%
Morgan Stanley (4)	4,474,503	8.93%
Senvest Management LLC (5)	4,071,880	8.13%
Barclays PLC (6)	3,035,479	6.06%
Named Executive Officers, Directors and Director Nominees:
Michael Komasinski	—	*
Megan Clarken (7)	196,412	*
Sarah Glickman (8)	249,641	*
Ryan Damon (9)	35,987	*
Brian Gleason (10)	—	*
Nathalie Balla	41,063	*
Stefanie Jay	4,444	*
Frederik van der Kooi	26,600	*
Marie Lalleman	42,736	*
Edmond Mesrobian	94,432	*
Rachel Picard	59,363	*
Ernst Teunissen	12,468	*
All executive officers, directors and director nominees as a group (12 persons)	763,146	1.52%
* Represents beneficial ownership of less than 1%.

(1) Includes Ordinary Shares represented by ADSs.

(2) Based on a Schedule 13G/A filed by Neuberger Berman Group LLC and Neuberger Berman Investment Advisers

LLC on March 3, 2026 and includes 7,953,728 shares held by individual advisory clients and various registered

mutual funds that may be deemed beneficially owned by Neuberger Berman Group LLC and Neuberger Berman

Investment Advisors LLC. Neuberger Berman Group LLC has shared voting power of 5,867,080 shares and

shared dispositive power of 7,953,728 shares. Neuberger Berman Investment Advisers LLC has shared voting

power of 5,731,390 shares and shared dispositive power of 7,818,038 shares. The principal business address of

Neuberger Berman Group LLC and Neuberger Berman Investment Advisors LLC is 1290 Avenue of the

Americas, New York, NY 10104.

(3) Based on a Schedule 13G/A filed by DNB Asset Management AS (“DNB”) on February 4, 2026 and includes

5,486,161 shares held by a number of funds and managed accounts for which DNB is the investment manager

and of which DNB may be deemed to be the beneficial owner in its capacity as investment manager to such

clients. The principal address of DNB is Dronning Eufemias Gate 30, 0191 Oslo, Norway.

(4) Based on a Schedule 13G/A filed by Morgan Stanley and Morgan Stanley & Co. International plc on February 11,

2026 and includes 4,474,503 shares. Morgan Stanley has shared voting power of 4,456,486 shares and shared

dispositive power of 4,474,503 shares. Morgan Stanley & Co. International plc has shared voting power of

3,036,144 shares and shared dispositive power of 3,036,144 shares. The principal business address of Morgan

Stanley is 1585 Broadway, New York, NY 10036. The principal business address of Morgan Stanley & Co.

International plc is 25 Cabot Square Canary Wharf, London, E14 4QA, United Kingdom.

(5) Based on a Schedule 13G/A filed by Senvest Management, LLC and Richard Mashaal on August 11, 2025 and

includes shares in the account of Senvest Master Fund, LP and Senvest Technology Partners Master Fund, LP

(collectively, the “Investment Vehicles”). Senvest Management, LLC may be deemed to beneficially own the

securities held by the Investment Vehicles by virtue of Senvest Management, LLC’s position as investment

manager of the Investment Vehicles. Mr. Mashaal may be deemed to beneficially own the securities held by the

Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of Senvest Management, LLC.

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Senvest Management, LLC and Richard Mashaal have shared voting power of 4,071,880 shares and shared

dispositive power of 4,071,880 shares. The principal business address of Senvest Management, LLC and

Richard Mashaal is 540 Madison Avenue, 32nd Floor, New York, NY 10022.

(6) Based on a Schedule 13G filed by Barclays PLC on August 12, 2025. Barclays PLC has sole voting power of

775,479 shares, shared voting power of 2,260,000 shares, sole dispositive power of 775,479 shares and shared

dispositive power of 2,260,000 shares. The principal place of business of Barclays PLC is 1 Churchill Place,

London—E14 5HP.

(7) Ms. Clarken retired from the Board of Directors and her position as our Chief Executive Officer, effective

February 15, 2025, and her beneficial ownership is based on information available to the Company as of March

31, 2026.

(8) Includes 6,233 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.

(9) Includes 4,156 Ordinary Shares issuable within 60 days after March 31, 2026 upon vesting of RSUs.

(10) M r. Gleason resigned from his position as Chief Revenue Officer and President, Retail Media, effective July 29,

2025, and his beneficial ownership is based on information available to the Company as of March 31, 2026.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Review and Approval of Related Person Transactions

We have adopted written procedures concerning the review, approval or ratification of

transactions with our directors, executive officers and holders of more than 5% of our outstanding voting

securities and their affiliates, which we refer to as our related persons. Under SEC rules, a related person

is a director, executive officer, nominee for director, a holder of more than 5% of our outstanding voting

securities, an immediate family member (as defined under applicable SEC rules) of any of the foregoing,

or any person who was in such role at any time since the beginning of the last fiscal year. A related

person transaction is any transaction, arrangement or relationship (or any series of similar transactions,

arrangements or relationships) in which the Company or a subsidiary is a participant, where the amount

involved exceeds $120,000 and a related person had, has or will have a direct or indirect material

interest.

Directors, executive officers and nominees must complete an annual questionnaire and disclose

all potential related person transactions involving themselves and their immediate family members that

are known to them. Throughout the year, directors and executive officers must notify our Chief Legal and

Transformation Officer of any potential related person transactions as soon as they become aware of any

such transaction. Our Chief Legal and Transformation Officer informs the audit committee and the Board

of Directors of any related person transaction of which they are aware. The Board of Directors must

approve or ratify any related person transactions. The audit committee or the Board of Directors may, in

its discretion, engage outside counsel to review certain related person transactions.

During 2025 , we have engaged in, or continued to be party to, the following related person

transactions.

Agreements with Our Directors and Executive Officers: Indemnification Arrangements

Under French law, provisions of by-laws that limit the liability of directors are prohibited. However,

French law allows sociétés anonymes to contract for and maintain liability insurance against civil liabilities

incurred by any of their directors and officers involved in a third-party action, provided that they acted in

good faith and within their capacities as directors or officers of the Company. Criminal liability cannot be