SCHEDULE 13G: Cadian Capital Management Discloses 8.2% Passive Stake in Criteo S.A.

Cadian Capital Management, LP, along with its affiliates, has disclosed a beneficial ownership of 8.2% in Criteo S.A., totaling 4,452,189 ordinary shares as of March 31, 2025.

Summary

• Cadian Capital Management, LP, Cadian Capital Management GP, LLC, and Eric Bannasch (collectively, the "Reporting Persons") have filed a Schedule 13G.
• As of March 31, 2025, the Reporting Persons beneficially owned 4,452,189 American Depositary Shares (ADS), each representing one Ordinary Share, of Criteo S.A.
• This beneficial ownership represents approximately 8.2% of Criteo S.A.'s outstanding Ordinary Shares.
• The percentage is calculated based on 54,343,496 Ordinary Shares outstanding as of February 21, 2025, as disclosed in Criteo S.A.'s Form 10-K filed on February 28, 2025.
• The securities are directly held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP (collectively, the "Advisory Clients"), which are advisory clients of Cadian Capital Management, LP.
• Cadian Capital Management, LP exercises shared voting and dispositive power over all 4,452,189 Ordinary Shares.
• The filing certifies that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing the control of Criteo S.A.
• Cadian Master Fund L.P. individually holds Ordinary Shares representing more than 5% of Criteo S.A.'s Ordinary Shares.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of a significant passive stake by an institutional investor, indicating a degree of confidence without implying activist intent or significant new developments beyond the ownership change.

Positives

• A significant institutional investor, Cadian Capital Management, has disclosed an 8.2% stake in Criteo S.A., potentially signaling confidence in the company's long-term prospects.

Negatives

• NA

Risks

• NA

Future Outlook

NA

Management Comments

• NA

Industry Context

This Schedule 13G filing reflects a significant passive investment by Cadian Capital Management in Criteo S.A., a company operating in the digital advertising technology sector. Such filings are common for institutional investors taking substantial, non-activist stakes in publicly traded companies.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• NA

Related Party Transactions

• The shares are held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, which are advisory clients of Cadian Capital Management, LP.
• Cadian Capital Management, LP exercises exclusive voting and investment power over the securities held by its advisory clients.
• Cadian Capital Management GP, LLC is the general partner of Cadian Capital Management, LP, and Eric Bannasch is the sole managing member of Cadian Capital Management GP, LLC, establishing a control relationship over the reported shares.
• Cadian Master Fund L.P. individually holds more than 5% of Criteo S.A.'s Ordinary Shares.

Stakeholder Impact

• Shareholders: Increased institutional ownership may be viewed positively, potentially signaling investor confidence in Criteo S.A.'s value.
• Company Management: Awareness of a significant passive shareholder, though no immediate impact on control or strategic direction is indicated by this filing.

Next Steps

• NA

Key Dates

Recommendation

Keywords

Criteo S.A., Cadian Capital Management, Schedule 13G, Beneficial Ownership, Institutional Investment, Ordinary Shares, ADS, CRTO