Criteo (CRTO) risk factors, FY2025 10-K

Criteo's FY2025 10-K, filed Feb 26, 2026, lists 76 risk factors in 5 groups. Against the prior year's 60: 26 new, 10 dropped, 18 substantially reworded.

Risk factors listed
765 groups
New this year
26vs 60 last year
Dropped
10since the prior 10-K
Substantially reworded
18of those kept
Section length
21k wordsItem 1A

What the changes say

  • Conversion-related risks now dominate, including costs, failed or delayed domicile changes, share volatility, tax exposure, and PFIC consequences.
  • Privacy risk now includes proposed GDPR changes, browser/device consent signals, and express cookie-consent requirements.
  • Advertising-agency reliance reached 33% of Retail Media and 34% of Performance Media spend in 2025.
  • Infrastructure scaling, IP protection, macroeconomic credit risk, French tax incentives, and industry concentration remain highlighted.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business and Industry

    Criteo has appealed this decision before the Conseil d’Etat. Refer to Note 19 Commitments and contingencies, for more information

    A Conseil d’État appeal and proposed GDPR changes could alter lawful data use, consent collection, breach obligations, and advertising measurement.

  • NewRisks Related to Our Business and Industry

    As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries, which may adversely affect our ability to attract and retain business

    Greater reliance on advertising agencies could weaken direct customer relationships; agencies handled 33% of Retail Media and 34% of Performance Media spend in 2025.

  • NewRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Additionally, competitors may independently develop our trade secrets, and our protective measures may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary information

    Competitors could independently develop or misuse Criteo’s trade secrets despite protective measures, while enforcement litigation could be costly and ineffective.

  • NewRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Similarly, advancements in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement

    AI advances and client growth may require costly GPU, data-center, bandwidth, storage, and power upgrades that third parties may not provide.

  • NewGeneral Risk Factors

    These conditions coupled with geopolitical instability make it difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses reducing or delaying advertising spending in general and on a solution such as ours

    Geopolitical instability and uncertainty could delay clients’ advertising spending, increase client credit risk, and pressure Criteo’s cash flows and working capital.

  • NewGeneral Risk Factors

    If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to significantly impact, our operating results, financial condition and cash flows

    French tax authorities could challenge IP and research incentives, while tax-law changes could increase corporate tax, penalties, interest, and future cash needs.

  • NewRisks Related to Our Conversion

    We expect to incur additional costs in connection with the Conversion and management attention may be diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the Conversion

    The proposed Conversion could create Japanese and other indirect tax liabilities, Luxembourg compliance costs, professional fees, and management disruption even if unsuccessful.

  • NewRisks Related to Our Conversion

    The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Conversion

    The Conversion may be delayed, abandoned, or fail because shareholder approval or other conditions are not satisfied or expected benefits diminish.

  • NewRisks Related to Our Conversion

    Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our domicile from Luxembourg to the United States (“the Merger”)

    The planned Luxembourg-to-U.S. Merger may be delayed, abandoned, or never completed, leaving Criteo domiciled in Luxembourg longer than expected.

  • NewRisks Related to Our Conversion

    The market for our shares may fluctuate as a result of the Conversion

    The Conversion could change Nasdaq trading from ADSs to Lux Criteo ordinary shares, increasing price volatility and potential securities-litigation costs.

  • NewRisks Related to Our Conversion

    Our tax position could be adversely impacted by changes in tax laws in various jurisdictions

    Changes in tax laws, treaties, or enforcement in France, Luxembourg, the United States, and elsewhere could increase post-Conversion taxation.

  • NewRisks Related to Our Conversion

    Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Lux Criteo ordinary shares

    Lux Criteo could be treated as a PFIC, creating adverse U.S. federal tax consequences and additional reporting for U.S. shareholders.

  • NewRisks Related to Our Conversion

    We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic

  • NewRisks Related to Our Conversion

    The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate

  • NewRisks Related to Our Conversion

    We will be subject to various Luxembourg taxes as a result of the Conversion

  • NewRisks Related to Our Conversion

    There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg

  • NewRisks Related to Our Conversion

    Certain of your rights as a shareholder will change as a result of the Conversion

  • NewRisks Related to Our Conversion

    As a Luxembourg company following the Conversion, we face legal requirements and limitations on company governance and actions which may negatively impact our ability to manage the company and respond to market conditions

  • NewRisks Related to Our Conversion

    The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to meeting certain criteria

  • NewRisks Related to Our Conversion

    This provision may require certain shareholders to sell their shares at a price and time, and pursuant to a process, determined in accordance with the Lux Articles, which may not reflect the value and terms on which all shareholders would like to sell

  • NewRisks Related to Our Conversion

    Our ability to pay dividends will be restricted under Luxembourg law following the Conversion

  • NewRisks Related to Our Conversion

    If we do decide to declare and pay dividends following the Conversion, our ability to do so will be limited by Luxembourg law, which requires the availability of sufficient profits and other reserves (including share premium) being available for distribution

  • NewRisks Related to Our Conversion

    Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer dilution of their shareholding in the event of future share issuances

  • NewRisks Related to Our Conversion

    Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employees

  • NewRisks Related to Our Conversion

    In case of court proceedings in a Luxembourg court, the Luxembourg court may require that the judgment obtained in a U.S. court and the enforcement of which is sought in Luxembourg be translated into French, German or Luxembourgish

  • NewRisks Related to Our Conversion

    The Lux Articles will contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employees

Dropped

  • DroppedRisks Related to Our Business and Industry

    Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful

  • DroppedRisks Related to Our Business and Industry

    In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom also operate their own advertising networks or exchanges from which we buy advertising inventory

    Investments in the Commerce Media Platform and new technologies may fail to expand Criteo’s advertising capabilities.

  • DroppedRisks Related to Our Business and Industry

    Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine

  • DroppedRisks Related to Our Business and Industry

    Some of these consumer and privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex regulatory landscape, which could result in material costs

    Competition for advertising inventory could increase prices and reduce profitable access to impressions.

  • DroppedRisks Related to Our Business and Industry

    Additionally, legislative and regulatory action is emerging in the areas of artificial intelligence (“AI”), which, given our long history developing using and innovating through AI with the Criteo AI Engine, could increase costs or restrict opportunity

  • DroppedRisks Related to Our Business and Industry

    Our success in expanding into any additional advertising channels will depend on various factors, including our ability to identify, adapt, innovate, market and integrate our solutions to the new advertising channels

  • DroppedRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory cyber-attacks. As a result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and results of operations

    Errors could increase as Criteo AI Engine processes more data, variables, and advertising impressions.

  • DroppedRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Furthermore, despite our efforts, the protection obtained may be insufficient or an issued patent may be deemed invalid or unenforceable

  • DroppedGeneral Risk Factors

    Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our results of operations

  • DroppedGeneral Risk Factors

    If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted

Reworded

  • 100% rewrittenRisks Related to Our Business and Industry

    We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, regulatory exposure, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business

    The risk shifts from counting U.S. state privacy laws to emphasizing contradictory rules, compliance costs, delayed solutions, reputational harm, and enforcement remedies.

    Was: We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business

  • 82% rewrittenRisks Related to Our Business and Industry

    The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities

    The wording now states that client agreements lack spending minimums and publisher agreements lack long-term inventory obligations.

  • 73% rewrittenRisks Related to Our Business and Industry

    Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business

    The update adds that EU cookie and tracking technologies require express user consent under the E-Privacy Directive.

  • 72% rewrittenRisks Related to Our Business and Industry

    Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations

    The risk now refers more broadly to tracking technologies and bidding networks, while no longer specifically naming retailers as data sources.

  • 70% rewrittenGeneral Risk Factors

    We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, that may negatively affect our results of operations

    The tax examples now explicitly include sales taxes and digital taxes alongside tariffs, withholding taxes, rates, and OECD reforms.

  • 69% rewrittenGeneral Risk Factors

    In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business, financial condition, results of operations and/or cash flows

    Geopolitical instability and advertising-spend consequences are no longer in this paragraph and are addressed separately with client credit and cash-flow exposure.

  • 67% rewrittenRisks Related to Our Business and Industry

    The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors

    The competitive threat now specifically includes large established walled gardens, sharpening the risk from powerful platform competitors.

  • 66% rewrittenRisks Related to Our Business and Industry

    We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business

    Retail remained 75% of Performance Media revenue in 2025 and 2024, while the risk adds weaker consumer spending and confidence.

    Was: We derive a significant portion of our revenue from companies in the retail, travel and classified industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business

  • 66% rewrittenRisks Related to Our Business and Industry

    Our future success will depend in part on our ability to expand into new advertising channels

  • 60% rewrittenRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Our business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages

  • 51% rewrittenGeneral Risk Factors

    U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign investment company” for U.S. federal income tax purposes

  • 51% rewrittenRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures, including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds

  • 47% rewrittenRisks Related to Our Business and Industry

    If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful

  • 32% rewrittenGeneral Risk Factors

    Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2025, and we do not anticipate becoming a PFIC in the current taxable year or the foreseeable future

    Was: Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2024, and we do not anticipate becoming a PFIC in the current taxable year or the foreseeable future

  • 31% rewrittenRisks Related to Our Business and Industry

    Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. High sanctions are also applicable under the E-Privacy Directive

    Was: Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. Similar sanctions would be applicable under the E-Privacy Regulation to cookie consent

  • 31% rewrittenRisks Related to Our Business and Industry

    We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives

  • 27% rewrittenRisks Related to Our Business and Industry

    Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards

  • 22% rewrittenRisks Related to Data Privacy, Intellectual Property and Cybersecurity

    For example, effective IP protection may be resource intensive or may not be available in every country in which we operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential information to the public

All 76 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Industry

  1. 01If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful47% rewritten
  2. 02The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors67% rewritten
  3. 03Our success depends on our ability to implement our business transformation and achieve our global business strategies
  4. 04The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities82% rewritten
  5. 05We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions, which may adversely affect our ability to achieve our growth and business objectives
  6. 06We have substantial client concentration in certain markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas
  7. 07Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business73% rewritten
  8. 08Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. High sanctions are also applicable under the E-Privacy Directive31% rewritten
  9. 09Criteo has appealed this decision before the Conseil d’Etat. Refer to Note 19 Commitments and contingencies, for more informationNew
  10. 10We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, regulatory exposure, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business100% rewritten
  11. 11Our international operations and expansion expose us to several risks
  12. 12Additionally, operating in international markets also requires significant management attention and financial and legal resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability
  13. 13Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards27% rewritten
  14. 14In addition, web browsers that explicitly do not allow the tracking of data may be growing in popularity. If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted
  15. 15User privacy features of other channels of programmatic advertising, such as CTV or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels
  16. 16We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business66% rewritten
  17. 17We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future growth, and we may have difficulty sustaining profitability
  18. 18We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives31% rewritten
  19. 19Our future success will depend in part on our ability to expand into new advertising channels66% rewritten
  20. 20Our future success will depend in part on our ability to expand into new industry verticals and continue to build on existing verticals
  21. 21As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries, which may adversely affect our ability to attract and retain businessNew
  22. 22For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign, we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients represented by that agency
  23. 23Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations72% rewritten
  24. 24We experience fluctuations in our results of operations due to a number of factors, which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance

Risks Related to Data Privacy, Intellectual Property and Cybersecurity

  1. 25Our business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages60% rewritten
  2. 26We have invested in and expended significant resources to protect against such threats and to alleviate problems caused by breaches in security and may have to expend additional resources for such purposes in the future
  3. 27For example, effective IP protection may be resource intensive or may not be available in every country in which we operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential information to the public22% rewritten
  4. 28Additionally, competitors may independently develop our trade secrets, and our protective measures may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary informationNew
  5. 29Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property rights of others
  6. 30Such infringement claims could subject us to significant liabilities for monetary damages, interfere with or delay our development, commercialization or provision of our offerings on acceptable terms, harm our reputation or require technology or branding changes
  7. 31Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures, including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds51% rewritten
  8. 32Similarly, advancements in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implementNew
  9. 33Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance of our technology and could in turn affect our results of operations
  10. 34Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business

Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSs

  1. 35The market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating performance
  2. 36Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or share price
  3. 37We currently have a senior unsecured Revolving Credit Facility under which we may borrow up to €407 million (or its equivalent in U.S. dollars) for general corporate purposes, including the funding of business combinations (the "General RCF")
  4. 38Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares
  5. 39Our business could be negatively impacted by the activities of hedge funds or short sellers
  6. 40We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic
  7. 41The determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory financial statements prepared and presented in accordance with accounting principles generally accepted in France
  8. 42Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S
  9. 43Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company
  10. 44You may not be able to exercise your right to vote the ordinary shares underlying your ADSs
  11. 45Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, which may cause dilution to your holdings
  12. 46However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties
  13. 47U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior management
  14. 48The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the U.S

General Risk Factors

  1. 49In periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business, financial condition, results of operations and/or cash flows69% rewritten
  2. 50These conditions coupled with geopolitical instability make it difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses reducing or delaying advertising spending in general and on a solution such as oursNew
  3. 51If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to significantly impact, our operating results, financial condition and cash flowsNew
  4. 52We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, that may negatively affect our results of operations70% rewritten
  5. 53U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a “passive foreign investment company” for U.S. federal income tax purposes51% rewritten
  6. 54As the value of our assets for purposes of the above-mentioned PFIC asset test will generally be determined by reference to the market value of our ADSs, the determination of whether we will be or become a PFIC will depend in large part upon the market value of our ADSs, which we cannot control
  7. 55Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2025, and we do not anticipate becoming a PFIC in the current taxable year or the foreseeable future32% rewritten
  8. 56If we are classified as both a CFC and a PFIC (as defined above), we generally will not be treated as a PFIC with respect to those U.S. Holders that are U.S. Shareholders during the period in which we are a CFC

Risks Related to Our Conversion

  1. 57We expect to incur additional costs in connection with the Conversion and management attention may be diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the ConversionNew
  2. 58The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the ConversionNew
  3. 59Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our domicile from Luxembourg to the United States (“the Merger”)New
  4. 60The market for our shares may fluctuate as a result of the ConversionNew
  5. 61Our tax position could be adversely impacted by changes in tax laws in various jurisdictionsNew
  6. 62Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Lux Criteo ordinary sharesNew
  7. 63We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganicNew
  8. 64The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rateNew
  9. 65We will be subject to various Luxembourg taxes as a result of the ConversionNew
  10. 66There could be adverse tax and other consequences if we fail to maintain sufficient presence in LuxembourgNew
  11. 67Certain of your rights as a shareholder will change as a result of the ConversionNew
  12. 68As a Luxembourg company following the Conversion, we face legal requirements and limitations on company governance and actions which may negatively impact our ability to manage the company and respond to market conditionsNew
  13. 69The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to meeting certain criteriaNew
  14. 70This provision may require certain shareholders to sell their shares at a price and time, and pursuant to a process, determined in accordance with the Lux Articles, which may not reflect the value and terms on which all shareholders would like to sellNew
  15. 71Our ability to pay dividends will be restricted under Luxembourg law following the ConversionNew
  16. 72If we do decide to declare and pay dividends following the Conversion, our ability to do so will be limited by Luxembourg law, which requires the availability of sufficient profits and other reserves (including share premium) being available for distributionNew
  17. 73Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer dilution of their shareholding in the event of future share issuancesNew
  18. 74Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employeesNew
  19. 75In case of court proceedings in a Luxembourg court, the Luxembourg court may require that the judgment obtained in a U.S. court and the enforcement of which is sought in Luxembourg be translated into French, German or LuxembourgishNew
  20. 76The Lux Articles will contain an exclusive forum provision that could limit a shareholder’s ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employeesNew

Other Criteo 10-Ks

  • FY2024 10-K risk factors
    60 risks

    Data access, privacy regulation, and technical restrictions threaten the data foundation supporting Criteo’s advertising platform.

    Filed Feb 28, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.