S-4 S-4 EX-FILING FEES 0002144230 Criteo Holdings, Inc. N/A N/A 0002144230 2026-08-05 2026-08-05 0002144230 1 2026-08-05 2026-08-05 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Criteo Holdings, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common stock, par value $0.01 per share Other 48,997,559 $ 21.935 $ 1,074,761,456.66 0.0001381 $ 148,424.56
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 1,074,761,456.66

$ 148,424.56

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 148,424.56

Offering Note

1

1a. The securities to be registered are shares of common stock, par value $0.01 per share ("Common Stock"), of Criteo Holdings, Inc. ("U.S. Criteo") issuable to shareholders of Criteo S.A. ("Lux Criteo") upon the merger (the "Merger") of Lux Criteo with and into U.S. Criteo based on the number of ordinary shares, with a nominal value of EUR 0.025 per share ("Ordinary Shares"), of Lux Criteo estimated to be issued and outstanding immediately prior to the Merger. Pursuant to the Merger, each issued and outstanding Ordinary Share will automatically be cancelled, and U.S. Criteo will issue the holder thereof in exchange therefor shares of Common Stock on a one-to-one basis. 1b. Estimated in accordance with Rule 457(c) and Rule 457(f)(1) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Ordinary Shares on the Nasdaq Global Select Market on July 29, 2026 (such date being within 5 business days prior to the date of filing this registration statement).

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date