Criteo (NASDAQ: CRTO) legal chief to sell shares for taxes

Rhea-AI Filing Summary

Criteo S.A. (CRTO) is the issuer of ordinary shares covered by a Rule 144 notice filed for the account of its Chief Legal Officer, Damon Ryan. The notice reports a planned sale of 2,132 ordinary shares of Criteo S.A. through Citigroup Global Markets Inc., with an aggregate market value of $37,033.27, based on an indicative market price of $17.3702 per share, with the sale to be completed by August 24, 2026.

The securities to be sold were acquired on February 24, 2023 through the vesting of restricted stock units and performance stock units as compensation, and the filing states that these shares were automatically sold to cover tax withholding obligations arising from the vesting and settlement of equity awards. The notice also lists prior sales of Criteo ordinary shares by Damon Ryan during the past three months, disclosing the dates, share amounts, and dollar values.

Key Figures

Shares to be sold: 2,132 ordinary shares Aggregate market value: $37,033.27 Indicative market price: $17.3702 per share +4 more

7 metrics

Shares to be sold 2,132 ordinary shares Proposed sale of Criteo S.A. ordinary shares under Rule 144

Aggregate market value $37,033.27 Value of 2,132 shares proposed for sale based on indicative market price

Indicative market price $17.3702 per share Price used for Section 3(d) calculation in the notice

Shares acquired via equity vesting 4,156 ordinary shares Securities to be sold acquired on February 24, 2023 via RSU and PSU vesting

Past sale on May 26, 2026 2,132 shares for $36,365.10 Securities sold during the past 3 months

Past sale on June 1, 2026 1,079 shares for $19,961.50 Securities sold during the past 3 months

Past sale on August 6, 2026 6,178 shares for $106,417.29 Securities sold during the past 3 months

Key Terms

Rule 144, restricted stock units, performance stock units, tax withholding obligations

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"RESTRICTED STOCK UNITS VESTING AND PERFORMANCE STOCK UNITS VESTING"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"RESTRICTED STOCK UNITS VESTING AND PERFORMANCE STOCK UNITS VESTING"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligations financial

"THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER TAX WITHHOLDING OBLIGATIONS"

FAQ

What share sale does the CRTO Rule 144 notice by Damon Ryan cover?

The notice covers a proposed sale of 2,132 ordinary shares of Criteo S.A. (CRTO) through Citigroup Global Markets Inc., with an aggregate market value of $37,033.27, based on an indicative market price of $17.3702 per share, to be completed by August 24, 2026.

How and when were the CRTO shares in this Rule 144 filing acquired?

The shares were acquired on February 24, 2023 through the vesting of restricted stock units and performance stock units granted by Criteo S.A. The filing classifies the acquisition method as compensation related to equity awards.

Why are the CRTO shares being sold according to this Rule 144 filing?

The filing states that the securities were automatically sold to cover tax withholding obligations arising from the vesting and settlement of equity awards, using an indicative market price of $17.3702 per share for the calculation disclosed in the notice.

What prior CRTO share sales by Damon Ryan are disclosed in the last 3 months?

The notice lists three sales of Criteo S.A. ordinary shares: 2,132 shares for $36,365.10 on May 26, 2026; 1,079 shares for $19,961.50 on June 1, 2026; and 6,178 shares for $106,417.29 on August 6, 2026.

Who is the insider involved in the CRTO Rule 144 notice and what is their role?

The person for whose account the securities are to be sold is Damon Ryan, who is identified in the notice as an Officer of Criteo S.A., holding the position of Chief Legal Officer.

What type of CRTO security is involved and on which market is it listed?

The security involved is ordinary shares of Criteo S.A. The notice identifies the market as NASDAQ, and the broker handling the transaction is Citigroup Global Markets Inc.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/24/2026 - 04:03 PM Accepted by SEC EDGAR 08/24/2026 - 04:02 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001769573
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Criteo S.A.
SEC File Number	001-36153
Address of Issuer	5 PLACE DE LA GARE LUXEMBOURG LUXEMBOURG L-1616
Phone	352 27866850
Name of Person for Whose Account the Securities are To Be Sold	Damon Ryan
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	CHIEF LEGAL OFFICER

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
ORDINARY SHARES	CITIGROUP GLOBAL MARKETS INC 390 GREENWICH STREET NEW YORK NY 10013	2132	37033.27	48997559	08/24/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ORDINARY SHARES	02/24/2023	RESTRICTED STOCK UNITS VESTING AND PERFORMANCE STOCK UNITS VESTING	CRITEO S.A.			4156	08/24/2026	COMPENSATION

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
RYAN DAMON 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	06/01/2026	1079	19961.50
RYAN DAMON 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	05/26/2026	2132	36365.10
RYAN DAMON 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/06/2026	6178	106417.29

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED FEBRUARY 24,2023 SECTION 3 D BASED ON INDICATIVE MARKET PRICE OF 17.3702.THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	08/24/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	CONFORMED SIGNATURE ON FILE
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)