ITEM 2.02 Results of Operations and Financial Condition

On February 9, 2022, Criteo S.A. (the "Company") issued a press release and will hold a conference call regarding its financial results for the quarter ended December 31, 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 February 3, 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 31, 2021, the Company has a share capital of €1,647,083.675, divided into 65,883,347 shares with a par value of €0.025 each, increased from €1,642,079.925, divided into 65,683,197 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 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 February 9, 2022
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document)

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