ITEM 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 7, 2022, the Board of Directors of the Company amended and restated the By-laws (statuts) of the Company, effective immediately. Article 6 of the By-laws has been amended to provide that, as of December 7, 2022, the Company has a share capital of €1,580,448.2, divided into 63,217,928 shares with a par value of €0.025 each, decreased from €1,624,036.40, divided into 64,961,456 shares with a par value of €0.025 each. The foregoing description is qualified in its entirety by the amended By-laws, the English translation of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.




ITEM 7.01   Regulation FD Disclosure.

On December 8, 2022, Criteo S.A. (the "Company") issued a press release announcing the extension of its previously authorized share repurchase program. 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 (the "Securities Act"), 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
  3.1                      Update to By-laws (statuts) of Criteo S.A. (English Translation)
  99.1                     Press Release dated December 8, 2022
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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