Criteo CLO sells shares to cover tax withholding

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported an automatic sale of 1,079 Ordinary Shares at $18.50 per share. According to the disclosure, these shares were sold to cover tax withholding obligations from the settlement of a previously reported equity award. After this transaction, Ryan directly holds 173,943 Ordinary Shares, indicating that the sale represents a small portion of his overall reported holdings. The company notes that its Ordinary Shares may also be held in the form of American Depositary Shares, each representing one Ordinary Share.

Insider Trade Summary

Net Seller: 1,079 shares

Net Sell 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Sold 1,079 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,079	$18.50	$20K

Holdings After Transaction: Ordinary Shares — 173,943 shares (Direct)

Footnotes (3)

1. F1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
2. F2. These securities were automatically sold on the Reporting Person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.
3. F3. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

Key Figures

Shares sold: 1,079 shares Sale price: $18.50 per share Shares held after transaction: 173,943 shares +1 more

4 metrics

Shares sold 1,079 shares Automatic sale to cover tax withholding

Sale price $18.50 per share Price for Ordinary Shares sold on June 1, 2026

Shares held after transaction 173,943 shares Direct holdings of Damon Ryan following the sale

Net shares sold 1,079 shares Net-sell direction per transaction summary

Key Terms

Ordinary Shares, American Depositary Shares, tax withholding obligations, equity award

4 terms

Ordinary Shares financial

"The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share."

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

American Depositary Shares financial

"The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share."

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

tax withholding obligations financial

"These securities were automatically sold on the Reporting Person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award."

equity award financial

"arising from the settlement of a previously-reported security award."

An equity award is a form of pay where a company gives employees, executives or other stakeholders the right to own or buy company shares—either immediately or after meeting certain conditions. Think of it like receiving slices of the company pie now or coupons to claim slices later; it matters to investors because it affects ownership dilution, executive incentives and reported compensation costs, and signals how management is being rewarded and retained.

FAQ

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

What insider transaction did Criteo (CRTO) disclose for Damon Ryan?

Criteo disclosed that Chief Legal Officer Damon Ryan had 1,079 Ordinary Shares sold at $18.50 per share. The filing states these shares were automatically sold to satisfy tax withholding obligations from a previously reported equity award settlement.

Why were Damon Ryan’s Criteo (CRTO) shares sold in this Form 4?

The shares were sold to fund tax withholding obligations tied to the settlement of an earlier equity award. The filing describes the transaction as automatic, indicating it was a compensation-related tax event rather than a discretionary open-market sale decision.

How many Criteo (CRTO) shares does Damon Ryan hold after this transaction?

After the reported transaction, Damon Ryan directly holds 173,943 Ordinary Shares of Criteo. This context shows the 1,079 shares sold for tax withholding represent a relatively small portion of his total reported direct holdings in the company.

At what price were the Criteo (CRTO) shares sold in Damon Ryan’s Form 4?

The Form 4 shows 1,079 Criteo Ordinary Shares were sold at an average price of $18.50 per share. This price applies specifically to the automatic sale used to cover tax withholding obligations associated with an equity award settlement.

How are Criteo (CRTO) Ordinary Shares related to American Depositary Shares?

The disclosure explains that Criteo’s Ordinary Shares may be represented by American Depositary Shares (ADSs). Each ADS corresponds to one Ordinary Share, providing investors an equivalent economic interest through either form of holding.

Does this Criteo (CRTO) Form 4 indicate remaining equity awards for Damon Ryan?

The filing notes a sale tied to settlement of a prior equity award and references Criteo’s most recent definitive proxy for broader equity details. This suggests additional equity interests may exist, but only the 173,943 directly held Ordinary Shares are quantified here.

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

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Accepted by SEC EDGAR 06/02/2026 - 04:02 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Damon Ryan

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	06/01/2026		S(2)		1,079	D	$18.5	173,943(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.

2. These securities were automatically sold on the Reporting Person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.

3. For more information about the equity of the Issuer held by the Reporting Person, please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

Remarks:

	/s/ Ryan Damon	06/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)