ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers

On March 2, 2020, Criteo S.A. (the "Company") announced that Benoit Fouilland plans to leave his position as the Company's Chief Financial Officer, effective as of June 30, 2020. Mr. Fouilland has indicated that he will continue to serve as Chief Financial Officer and a member of the senior executive team until his anticipated departure date and will play an active role in identifying and hiring his successor to ensure an orderly and smooth transition. The Company has launched a search for a replacement Chief Financial Officer.

ITEM 7.01 Regulation FD Disclosure.

On March 2, 2020, the Company issued a press release announcing Mr. Fouilland's planned departure. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.






(d) Exhibits:



Exhibit
Number       Description
  99.1         Press release dated March 2, 2020
104          Cover Page Interactive Data File - the cover page XBRL tags are
             embedded within the Inline XBRL document.




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