Criteo (CRTO) CFO auto-sells shares to cover tax withholding

Rhea-AI Filing Summary

Criteo S.A. Chief Financial Officer Sarah JS Glickman reported automatic sales of company stock to cover taxes from an equity award. On February 23, 2026, she sold 2,796 Ordinary Shares at $16.81 per share. On February 24, 2026, she sold 1,541 Ordinary Shares at $16.71 per share. The filing states these shares were automatically sold on her behalf to fund tax withholding obligations from the settlement of a previously reported security award. Following these transactions, she directly owns 348,890 Ordinary Shares, which may be represented by American Depositary Shares, each currently equal to one Ordinary Share.

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

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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^*

Glickman Sarah JS

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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

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

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

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)	02/23/2026		S(2)		2,796	D	$16.81	350,431(3)	D
Ordinary Shares(1)	02/24/2026		S(2)		1,541	D	$16.71	348,890(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 currently 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, as attorney-in-fact for Sarah Glickman	02/24/2026
	** 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.

FAQ

What insider transactions did Criteo (CRTO) report for its CFO?

Criteo’s CFO, Sarah JS Glickman, reported two open-market sales totaling 4,337 Ordinary Shares. The sales occurred on February 23 and 24, 2026, and were executed at per-share prices of $16.81 and $16.71, respectively, according to the Form 4 filing.

Why did the Criteo (CRTO) CFO sell 4,337 Ordinary Shares?

The shares were automatically sold to fund tax withholding obligations arising from the settlement of a previously reported equity award. The filing specifies these transactions were conducted on the reporting person’s behalf, rather than as discretionary sales in the open market.

How many Criteo (CRTO) shares does the CFO own after these sales?

After the reported transactions, Criteo’s CFO directly owns 348,890 Ordinary Shares. This post-transaction ownership figure comes from the Form 4 and reflects her remaining direct holdings following the automatic tax-withholding-related sales on February 23 and 24, 2026.

At what prices did the Criteo (CRTO) CFO’s share sales occur?

The reported sales took place at two distinct prices. On February 23, 2026, 2,796 Ordinary Shares were sold at $16.81 per share. On February 24, 2026, 1,541 Ordinary Shares were sold at $16.71 per share in open-market transactions.

Are Criteo (CRTO) Ordinary Shares and ADSs treated the same in this Form 4?

The Form 4 notes that Criteo’s Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one Ordinary Share, meaning the reported transactions and holdings can be viewed on an equivalent one-for-one ADS basis.

Were the Criteo (CRTO) CFO’s transactions discretionary open-market sales?

Although coded as sales, the footnotes clarify they were automatically executed to satisfy tax withholding obligations from an equity award’s settlement. This indicates they were administrative in nature, rather than discretionary share sales for portfolio or personal liquidity reasons.