ITEM 2.02 Results of Operations and Financial Condition





On November 3, 2021, Criteo S.A. (the "Company") issued a press release and will
hold a conference call regarding its financial results for the quarter ended
September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 to
this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
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.

The Company is making reference to non-GAAP financial information in both the
press release and the conference call. A reconciliation of these non-GAAP
financial measures to the most comparable GAAP financial measures is contained
in the attached Exhibit 99.1 press release.

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



On October 28, 2021, the Board of Directors of the Company approved an update to
Article 6 of the Company's bylaws, effective immediately, solely to reflect an
adjustment in the Company's share capital as a result of the cancellation of
shares repurchased by the Company pursuant to the Company's previously announced
share repurchase program and shares issued due to employee stock option and
warrant exercises. The text of the updated Article is attached as Exhibit 3.1
hereto and is incorporated by reference herein.


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     November     3    , 2021
104                      Cover Page Interactive Data File (embedded within

the Inline XBRL document)

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