CRTO Form 144: Brian Gleason plans $65K share sale after recent disposals

Rhea-AI Filing Summary

Criteo S.A. (NASDAQ: CRTO) insider Brian Gleason has filed a Form 144 indicating his intent to sell up to 2,842 ordinary shares through Citigroup Global Markets on or after 07/28/2025. At the filing price this represents an aggregate value of roughly $64,936, or less than 0.01 % of the company’s 53.1 million shares outstanding, suggesting limited dilution.

The shares were acquired via restricted and performance stock vesting on 04/28/2022 and are to be sold as compensation-related stock. Gleason has already disposed of 5,327 shares in the last three months—2,841 shares on 04/28/2025 for $96,268.99 and 2,486 shares on 05/23/2025 for $64,175.21—bringing his total recent and proposed sales to 8,169 shares (~$225 k). The filing affirms he holds no undisclosed material adverse information about the company.

Positive

• None.

Negative

• Insider selling: Brian Gleason plans to sell 2,842 shares, adding to 5,327 shares already sold this quarter, which may be perceived as a mild negative signal.

Insights

Securities Analyst

TL;DR: Small Form 144; minor insider sale, immaterial to float, neutral impact.

The planned 2,842-share sale equates to just 0.005 % of shares outstanding and follows two similarly sized sales earlier this quarter. While insider disposals can be a sentiment head-wind, the dollar amounts (≈$65 k current, ≈$225 k including recent sales) are immaterial to Criteo’s $2 bn+ market cap and do not alter the investment thesis. No new information on operations, guidance, or financials is provided, and the transaction appears to stem from routine equity compensation. I therefore view the filing as not impactful for valuation or liquidity.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

Relationship to Issuer

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 390 GREENWICH ST NEW YORK NY 10013	2842	64935.72	53141869	07/28/2025	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	04/28/2022	RESTRICTED STOCK VESTING AND PERFORMANCE STOCK VESTING	CRITEO S.A.			5541	07/28/2025	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
BRIAN GLEASON 32 RUE BLANCHE PARIS I0 75009	ORDINARY SHARES	04/28/2025	2841	96268.99
BRIAN GLEASON 32 RUE BLANCHE PARIS I0 75009	ORDINARY SHARES	05/23/2025	2486	64175.21

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many CRTO shares are being sold under this Form 144?

The filing covers 2,842 ordinary shares of Criteo S.A.

What is the estimated market value of the proposed sale?

The shares are valued at approximately $64,935.72 based on the filing data.

When is the anticipated sale date for the shares?

The seller intends to dispose of the shares on or about 07/28/2025.

Who is the insider selling Criteo shares and what were his recent sales?

Brian Gleason is the filer; he sold 2,841 shares on 04/28/2025 and 2,486 shares on 05/23/2025.

What percentage of Criteo’s outstanding shares does the Form 144 represent?

The 2,842 shares equal roughly 0.005 % of the 53,141,869 shares outstanding.

On which exchange will the shares be sold?

The ordinary shares are expected to trade on the NASDAQ.