SCHEDULE: Cadian Capital Reduces Criteo Stake Below 5%

Cadian Capital Management and affiliates have reduced their beneficial ownership in Criteo S.A. to 4.3%, falling below the 5% reporting threshold.

Summary

• Cadian Capital Management, LP, Cadian Capital Management GP, LLC, and Eric Bannasch (collectively, the "Reporting Persons") filed an Amendment No. 1 to Schedule 13G for Criteo S.A.
• As of September 30, 2025, the Reporting Persons beneficially owned 2,475,961 Ordinary Shares, representing approximately 4.3% of Criteo S.A.'s outstanding shares.
• This ownership is below the 5% threshold that typically triggers a Schedule 13G filing, indicating a reduction in their stake from a previous position that was 5% or greater.
• The shares are held by Cadian Master Fund L.P. and Cadian Opportunities Master Fund LP, advisory clients of Cadian Capital Management, LP.
• The Reporting Persons exercise shared voting and dispositive power over these 2,475,961 Ordinary Shares.

Sentiment

Score: 3

Explanation: The reduction in a significant institutional investor's stake below the reporting threshold is generally perceived as a negative signal, indicating a potential decrease in confidence or a strategic divestment.

Negatives

• Cadian Capital Management and its affiliates have reduced their beneficial ownership in Criteo S.A. to 4.3%, indicating a decrease in their investment below the 5% reporting threshold.
• A reduction in a significant institutional investor's stake can be perceived negatively by the market, suggesting a potential loss of confidence or a reallocation of capital.

Future Outlook

This filing does not provide forward-looking statements or guidance from Criteo S.A. or the Reporting Persons regarding the issuer's future performance.

Industry Context

Criteo S.A. operates in the digital advertising technology sector, providing commerce media solutions. A reduction in stake by a notable investment firm could reflect broader trends in investor sentiment towards the ad tech industry or specific company performance, though this filing does not provide explicit reasons for the change.

Stakeholder Impact

• Shareholders: May react negatively to the news of a significant investor reducing their stake, potentially leading to downward pressure on the stock price.
• Management: May face questions regarding the reasons for the divestment and its implications for investor confidence.

Key Dates

Recommendation

The reduction of a significant institutional investor's stake below the 5% reporting threshold, as indicated by this Schedule 13G Amendment, is typically interpreted as a negative signal. It suggests that Cadian Capital Management has divested a portion of its holdings, which could imply a loss of confidence in Criteo S.A.'s future prospects or a strategic reallocation of capital. For a seasoned investor, this action by a sophisticated fund like Cadian Capital Management would warrant a 'sell' recommendation, or at least a re-evaluation of their own position, anticipating potential downward pressure on the stock price due to decreased institutional interest.

Keywords

Criteo S.A., CRTO, Cadian Capital Management, Schedule 13G, beneficial ownership, institutional investment, stake reduction, ad tech, digital advertising