Criteo affiliate files Rule 144 notice on ordinary shares

Criteo S.A. reports a Rule 144 notice relating to proposed sales of Ordinary Shares, tied to compensation vesting and recent dispositions by an affiliate.

Rhea-AI Filing Summary

Criteo S.A. reports a Rule 144 notice relating to proposed sales of Ordinary Shares, tied to compensation vesting and recent dispositions by an affiliate. The filing lists 4,156 performance/restricted share units vesting on 05/26/2026 and two reported sales by Ryan Damon: 13,385 shares on 03/02/2026 for $240,857.27 and 1,509 shares on 03/03/2026 for $27,886.47.

Insights

Equity Compliance Specialist

Rule 144 notice lists vesting and affiliated dispositions.

The filing records 4,156 performance/restricted share units vesting on 05/26/2026, and shows two dispositions by an affiliate, Ryan Damon, totaling 14,894 shares in early 03/2026. This is a routine affiliate disclosure under resale rules.

Cash‑flow treatment and the specific planned resale amount under the notice are not detailed in the excerpt; subsequent filings would show actual resale timing and methods.

Key Figures

PSU/RSU vesting: 4,156 shares Sale by Ryan Damon: 13,385 shares Sale by Ryan Damon: 1,509 shares

3 metrics

PSU/RSU vesting 4,156 shares performance shares unit vesting and restricted share unit vesting on <date>05/26/2026</date>

Sale by Ryan Damon 13,385 shares sold on <date>03/02/2026</date> for <money>$240,857.27</money>

Sale by Ryan Damon 1,509 shares sold on <date>03/03/2026</date> for <money>$27,886.47</money>

Key Terms

Performance Share Unit, Restricted Share Unit, Rule 144 notice

3 terms

Performance Share Unit financial

"PERFORMANCE SHARES UNIT VESTING AND RESTRICTED SHARE UNIT VESTING"

A performance share unit (PSU) is a form of executive or employee pay that promises shares (or the cash value of shares) only if the company meets specific performance targets over a set period. Think of it like a bonus cheque that only arrives if the company hits agreed goals — it aligns managers’ rewards with business results and signals to investors how leadership is being incentivized to grow value over time.

Restricted Share Unit financial

"PERFORMANCE SHARES UNIT VESTING AND RESTRICTED SHARE UNIT VESTING"

A restricted share unit (RSU) is a promise by a company to give an employee a set number of company shares at a future date, typically after meeting time or performance conditions. For investors, RSUs matter because when they convert into actual shares they increase the number of shares outstanding (like unlocking more tickets in a game), which can dilute existing holders, and they align employee incentives with company performance, influencing behavior and long-term value.

Rule 144 notice regulatory

"form_type 144 (implied by filing type)"

A Rule 144 notice is a public filing that an insider or holder of restricted stock submits when they plan to sell shares that aren’t freely tradable yet; it lists how many shares they intend to sell and under what conditions. For investors, it matters because it signals potential insider selling and an upcoming increase in shares available to the market—similar to someone announcing a big garage sale, which can affect supply and price expectations.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the CRTO Rule 144 filing disclose?

The filing discloses vesting and affiliate dispositions: 4,156 PSUs/RSUs vesting on 05/26/2026 and reported sales of 13,385 and 1,509 shares on 03/02/2026 and 03/03/2026, respectively.

How many shares did Ryan Damon sell according to the filing (CRTO)?

Ryan Damon reported selling a total of 14,894 shares in the period shown: 13,385 shares on 03/02/2026 and 1,509 shares on 03/03/2026, with proceeds of $240,857.27 and $27,886.47 respectively.

Does the filing show shares vesting for CRTO employees?

Yes. The excerpt lists 4,156 performance share units and restricted share units vesting on 05/26/2026, labeled as COMPENSATION in the filing excerpt.

Are the planned resale mechanics or proceeds recipients specified in the CRTO excerpt?

The excerpt does not detail resale mechanics or who receives proceeds beyond the reported sale amounts; it lists trading venue as NASDAQ and includes transaction amounts for the two reported dispositions.

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

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Accepted by SEC EDGAR 05/26/2026 - 04:00 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	32 RUE BLANCHE PARIS FRANCE 75009
Phone	33175850939
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	36365.10	50244527	05/26/2026	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	02/23/2023	PERFORMANCE SHARES UNIT VESTING AND RESTRICTED SHARE UNIT VESTING	CRITEO S.A.			4156	05/26/2026	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 32 RUE BLANCHE PARIS I0 75009	ORDINARY SHARES	03/02/2026	13385	240857.27
RYAN DAMON 32 RUE BLANCHE PARIS I0 75009	ORDINARY SHARES	03/03/2026	1509	27886.47

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED WAS FEB 23 2023 SECTION 3 D BASED ON INDICATIVE MARKET PRICE OF 17. 0568.THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	05/26/2026
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)