Criteo CLO plans $18.9K tax-withholding share sale

Rhea-AI Filing Summary

Criteo S.A. (CRTO) insider Damon Ryan, Chief Legal Officer, filed a notice of proposed sale of ordinary shares under Rule 144. The filing covers a planned sale of 1,079 ordinary shares of Criteo S.A. through Citigroup Global Markets Inc. on Nasdaq, with an indicated aggregate market value of $18,882.93 based on a price of 17.5004 per share. These shares relate to equity awards acquired on March 1, 2024 upon vesting of restricted stock units and are described as being automatically sold to cover tax withholding obligations arising from that vesting and settlement. The notice also lists several prior sales of Criteo ordinary shares by Damon Ryan over the past three months.

Key Figures

Shares proposed to be sold: 1,079 ordinary shares Aggregate market value of proposed sale: $18,882.93 Indicative market price per share: 17.5004 +5 more

8 metrics

Shares proposed to be sold 1,079 ordinary shares Planned sale of Criteo S.A. shares under Rule 144

Aggregate market value of proposed sale $18,882.93 Value of 1,079 shares based on indicative price of 17.5004

Indicative market price per share 17.5004 Basis for calculating aggregate market value in Section 3(d)

Restricted stock units vesting 2,104 shares Equity awards acquired on March 1, 2024

Prior sale on 06/01/2026 1,079 shares for $19,961.50 Ordinary shares of Criteo S.A. sold by Damon Ryan

Prior sale on 08/06/2026 6,178 shares for $106,417.29 Ordinary shares of Criteo S.A. sold by Damon Ryan

Prior sale on 08/24/2026 2,132 shares for $37,033.27 Ordinary shares of Criteo S.A. sold by Damon Ryan

Prior sale on 08/28/2026 789 shares for $13,633.84 Ordinary shares of Criteo S.A. sold by Damon Ryan

Key Terms

Rule 144, restricted stock units, tax withholding obligations, equity awards

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 | CRITEO S.A."

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.

tax withholding obligations financial

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

equity awards financial

"ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS"

Equity awards are payments to employees or directors made in the form of company stock or rights to buy stock later, serving as a way to share ownership rather than cash. For investors, they matter because they align staff incentives with company performance, can increase the number of shares outstanding over time (which can reduce each share’s claim on profits), and create compensation costs that affect reported earnings.

FAQ

What does the Form 144 filing disclose for Criteo S.A. (CRTO)?

The filing discloses that Chief Legal Officer Damon Ryan intends to sell 1,079 ordinary shares of Criteo S.A. under Rule 144 through Citigroup Global Markets Inc., with an indicated aggregate market value of $18,882.93 based on a price of 17.5004 per share.

How many Criteo (CRTO) shares are proposed to be sold and at what value?

The notice covers a proposed sale of 1,079 ordinary shares of Criteo S.A., with an indicated aggregate market value of $18,882.93 based on an indicative market price of 17.5004 per share.

What is the source of the Criteo (CRTO) shares being sold by Damon Ryan?

The shares come from restricted stock units that vested on March 1, 2024. The filing states these securities were automatically sold to cover tax withholding obligations arising from the vesting and settlement of equity awards.

Which broker is handling the proposed Criteo (CRTO) share sale?

The proposed sale of 1,079 ordinary shares of Criteo S.A. is to be executed through Citigroup Global Markets Inc., with the shares listed for trading on Nasdaq.

What Criteo (CRTO) share sales has Damon Ryan made in the past three months?

Over the past three months, Damon Ryan reported sales of Criteo ordinary shares including 1,079 shares for $19,961.50 on 06/01/2026, 6,178 shares for $106,417.29 on 08/06/2026, 2,132 shares for $37,033.27 on 08/24/2026, and 789 shares for $13,633.84 on 08/28/2026.

What is the stated purpose of the Criteo (CRTO) shares covered in this Form 144?

The filing states that the securities were automatically sold to cover tax withholding obligations arising from the vesting and settlement of equity awards acquired on March 1, 2024 under a compensation arrangement.

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Available on EDGAR 09/01/2026 - 04:02 PM Accepted by SEC EDGAR 09/01/2026 - 04:01 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	1079	18882.93	48997559	09/01/2026	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	03/01/2024	RESTRICTED STOCK UNITS VESTING	CRITEO S.A.			2104	09/01/2026	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	08/24/2026	2132	37033.27
RYAN DAMON 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/06/2026	6178	106417.29
RYAN DAMON 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/28/2026	789	13633.84

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED MARCH 1 2024 SECTION 3 D BASED ON INDICATIVE MARKET PRICE OF 17.5004.THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	09/01/2026
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)