4 unchanged sentences
Prior to that date, there was no public trading market for ADSs or our ordinary shares.
−Removed: As of January 31, 2025 , there we r e 32 holders of record of our ordinary shares and 223 p articipants in DTC that held our
+Added: As of January 31, 2026 , t here were 32 holders of record of our ordinary shares and 183 participants in DTC that held our
The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by
3 unchanged sentences
ADS Performance Graph
−Removed: The following graph matches ou r cumulative five-year total shareholder return on our ADSs with the cumulative total
+Added: The following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total
returns of the Russell 2000 Index and the Nasdaq Internet Index.
15 unchanged sentences
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
−Removed: We extended our previously authorized share repurchase program of up to $480 million of outstanding ADS to an
−Removed: increased amount of up to $630 million in February 2024.
−Removed: During 2024 , we spent $225 million on ADS repurchases.
−Removed: following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of
+Added: On January 31, 2025 the Board extended our previously authorized share repurchase program of up to $630.0 million of
+Added: outstanding ADS to an increased amount of up to $805.0 million in January 2025.
+Added: During 2025 , we spent $152 million on
+Added: ADS repurchases.
+Added: The following table provides certain information with respect to our purchases of our ADSs during the
+Added: fourth fiscal quarter of 2025 :
Total Number of
14 unchanged sentences
December 1 to 31, 2025
−Removed: (1) In February 2024, the board of directors approved an extension of the long-term share repurchase program of up to
−Removed: $150 million of the Company's outstanding American Depositary Shares to a total of $630 million.
(1) Weighted average price paid per share excludes any broker commissions paid.
26 unchanged sentences
likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices,
−Removed: data storage and IT systems) and research and development related to critical technologies (such as artificial intelligence
−Removed: and cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be
+Added: data storage and IT systems) and research and development related to critical technologies (such as AI and
+Added: cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be
conditioned on certain undertakings.
67 unchanged sentences
Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed
−Removed: on a regulated market of the European Union or an exchange formally acknowledged by the French Financial Market
−Removed: Authority ("AMF") are subject to a 0.3% French tax on financial transactions provided that the issuer’s market
−Removed: capitalization exceeds €1 billion as of December 1 of the year preceding the taxation year.
−Removed: The above mentioned rate will
−Removed: increase to 0.4% upon enactment of the French finance law for 2025.
+Added: on a regulated market of the EU or an exchange formally acknowledged by the French Financial Market Authority ("AMF")
+Added: are subject to a 0.4% French tax on financial transactions provided that the issuer’s market capitalization exceeds €1
+Added: billion as of December 1 of the year preceding the taxation year.
+Added: The above mentioned rate amounted to 0.3% until April
A list of companies whose market capitalization exceeds €1 billion as of December 1 of the year preceding the taxation
1 unchanged sentence
Regulations BOI‑ANNX‑000467 issued on December 17, 2025, Criteo is currently not included in such list.
−Removed: Please note that such list may be updated from time to time, or may not be published anymore in the future.
−Removed: Nasdaq, on which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in
−Removed: Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described
−Removed: above and purchasers of Criteo's securities in 2024 should not be subject to the tax on financial transactions.
+Added: that such list may be updated from time to time, or may not be published anymore in the future.
+Added: Moreover, Nasdaq, on
+Added: which Criteo's ADSs are listed for trading, is not currently acknowled ged by the AMF but this may change in the future.
+Added: Consequently, Criteo’s securities should not fall within the scope of the tax on financial transactions described above and
+Added: purchasers of Criteo's securities in 2025 should not be subject to the tax on financial transactions.
Registration Duties
In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated
−Removed: market of the European Union or an exchange formally acknowledged by the AMF are subject to uncapped registration
−Removed: duties at the rate of 0.1%.
+Added: market of the EU or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the
+Added: rate of 0.1%.
Ownership Consequences
31 unchanged sentences
Holder that has not filed the Form 5000 before the dividend payment date will be subject to
−Removed: French withholding tax at the rate of 12.8% for individuals, 25% for corporations in 2024, or 75% if paid in a non-
+Added: French withholding tax at a rate which is currently 12.8% for individual s, 25% for corporations, or 75% if paid in a non-
cooperative State or territory (as defined in Article 238-0 A of the FTC).
372 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.