CRTO Rule 144 Notice: 3,393 Ordinary Shares Proposed Sale on 08/25/2025

Rhea-AI Filing Summary

Criteo S.A. (CRTO) Form 144 notice reports a proposed sale of 3,393 ordinary shares through Citigroup Global Markets with an aggregate market value of $81,634.90, expected to occur on 08/25/2025 on NASDAQ. The shares were originally acquired on 02/24/2022 as performance stock units and restricted stock units from Criteo S.A., and the filing states the beneficial owner will receive compensation on the sale date. The filer also disclosed a prior sale of 1,263 shares on 05/27/2025 for gross proceeds of $32,987.16. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Regulatory compliance: The filer provided full Rule 144 details including broker, acquisition date, and sale schedule
• Transparency: Prior sale on 05/27/2025 is disclosed alongside the proposed sale, offering continuity of trading activity

Negative

• Insider sale disclosed: Proposed sale of 3,393 shares ($81,634.90) could be viewed negatively by some investors seeking insider purchases
• Limited context: Filing contains no company operational or financial details to assess material impact

Insights

Financial Analyst

TL;DR: Insider plans a modest sale of vested compensation shares; transaction sizes appear routine and disclosed.

The filing documents a planned sale of 3,393 ordinary shares valued at $81,634.90 and a recent sale of 1,263 shares for $32,987.16. These volumes are disclosed under Rule 144 and reflect disposition of previously granted performance and restricted stock units that vested in 2022. From a liquidity standpoint this represents monetization of compensation rather than a company financing event. The filing contains no operational or financial performance details.

Corporate Governance Expert

TL;DR: Disclosure complies with Rule 144 requirements; no governance red flags are evident from this notice alone.

The Form 144 identifies the broker, intended sale date, acquisition basis, and prior recent sale activity, which aligns with regulatory expectations for insider sales. The signer affirms lack of undisclosed material information. The document does not include any departure, related-party transfer, or trading-plan adoption date, so governance implications are limited to normal insider monetization disclosure.

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 STREET NEW YORK NY 10013	3393	81634.90	52327360	08/25/2025	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	02/24/2022	PERFORMANCE STOCK UNITS VESTING AND RESTRICTED STOCK UNITS VESTING	CRITEO S.A.			6616	08/25/2025	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
RYAN DAMON 32 RUE BLANCHE PARIS I0 75009	ORDINARY SHARES	05/27/2025	1263	32987.16

144: Remarks and Signature

Remarks

Date of Notice

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

What does Criteo (CRTO) report in this Form 144?

The Form 144 reports a proposed sale of 3,393 ordinary shares via Citigroup on 08/25/2025 worth $81,634.90, and a prior sale of 1,263 shares on 05/27/2025 for $32,987.16.

Why were the shares being sold by CRTO insider acquired?

The shares were acquired on 02/24/2022 as performance stock units and restricted stock units from Criteo S.A.

Who is the broker handling the proposed sale for CRTO?

The broker named in the filing is Citigroup Global Markets, 390 Greenwich Street, New York, NY.

Does the Form 144 state the reason for the sale of CRTO shares?

The filing indicates the payment/nature of the transaction is for compensation and provides no further reason.

Does the filing disclose any undisclosed material information about Criteo (CRTO)?

The signer represents they do not know any material adverse information about the issuer that has not been publicly disclosed.