Criteo S.A.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On October 28, 2026, Edmond Mesrobian notified the Board of Directors (the “Board”) of Criteo S.A. (the “Company” or “Lux Criteo”) of his decision to resign as a member of the Board and its Compensation Committee (the “Compensation Committee”), effective immediately. Mr. Mesrobian’s resignation did not result from a disagreement with the Company or the Board on any matter relating to the Company’s operations, policies, or practices. Also on October 28, 2026, the Board appointed by co-optation Jianchang Mao to fill the vacancy on the Board arising as a result of Mr. Mesrobian’s resignation, effective immediately. In accordance with Luxembourg law, Mr. Mao’s term will last until the next general meeting of shareholders of the Company, which is expected to be the general meeting of shareholders of the Company to vote upon matters relating to the previously announced redomiciliation of the Company from Luxembourg to the United States via the cross-border merger (the “U.S. Merger”) of the Company with and into Criteo Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“U.S. Criteo”), as further described in the Registration Statement on Form S-4 (Reg. No. 333-298014) filed with the U.S. Securities and Exchange Commission (the “SEC”) by U.S. Criteo on August 5, 2026. It is expected that Mr. Mao will be appointed to serve on the Board of Directors of U.S. Criteo at the effective time of the U.S. Merger. The Board has determined that Mr. Mao is independent in accordance with the applicable rules of Nasdaq and the SEC. Mr. Mao is a seasoned technology executive and investor with more than 30 years of experience in artificial intelligence (“AI”), digital advertising, and search, including more than 20 years leading global research, product, and engineering organizations. He is a General Partner and Distinguished Fellow at Fellows Fund, an investment firm focused on AI-native companies. Before joining Fellows Fund, Mao served as Vice President of Engineering for Google Assistant, where he led a global organization responsible for its development and foundational AI technologies, including natural language processing, large language models and speech technologies. Previously, Mao spent nine years at Microsoft, most recently as Corporate Vice President and General Manager of Microsoft Advertising Product and Engineering. In that role, he led the global product and engineering organization responsible for Microsoft’s search and native advertising marketplace. Earlier in his career, Mao served as Vice President of Advertising Sciences at Yahoo! and held technology leadership roles at Verity. He began his career as a researcher at IBM’s Almaden Research Center. Mao is a Fellow of the Institute of Electrical and Electronics Engineers (IEEE) and holds a Ph. D. in computer science from Michigan State University, as well as master’s and bachelor’s degrees from East China Normal University. There are no arrangements or understandings between Mr. Mao and any other persons pursuant to which Mr. Mao was elected as a director, nor has he been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K. Mr. Mao will receive compensation in accordance with the Company’s standard independent director compensation program, a description of which is set forth in the section entitled “Director Compensation - Independent Director Compensation” in the Company’s Annual Proxy Statement filed with the SEC on Schedule 14A on May 8, 2026. Mr. Mao has entered into the Company’s standard form of indemnification agreement for its directors and officers. On October 29, 2026, the Company issued a press release announcing the changes to the Board. A copy of the press release is furnished as Exhibit 99.1 to this report. Disclaimers.