Criteo director reports open‑market and plan purchases; 12,468 owned

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported insider purchases by a director on 11/03/2025. The director acquired 6,177 Ordinary Shares at a weighted average price of $22.65 under the company’s independent director compensation program, which requires using additional remuneration to purchase shares and includes a time-based shareholding commitment. A separate open-market purchase added 4,403 shares at $22.71. Following these transactions, the director beneficially owned 12,468 shares. Each ADS currently represents one Ordinary Share.

Insider Trade Summary

Net Buyer: 4,403 shares ($99,992)

Net Buy 2 txns

Insider TEUNISSEN ERNST 02494

Role Director

Bought 4,403 shs ($100K)

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	6,177	$22.65	$140K
Purchase	Ordinary Shares	4,403	$22.71	$100K

Holdings After Transaction: Ordinary Shares — 8,065 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share. The Reporting Person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the Reporting Person. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $22.64 to $22.67 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

TEUNISSEN ERNST 02494

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2025

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	11/03/2025(1)		A(2)		6,177	A	$22.65(3)	8,065(4)	D
Ordinary Shares	11/03/2025(1)		P		4,403	A	$22.71	12,468(4)	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. The Reporting Person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the Reporting Person.

3. The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $22.64 to $22.67 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. 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 Ernst Teunissen	11/04/2025
	** 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 transaction did Criteo (CRTO) disclose?

A director purchased 6,177 Ordinary Shares at a weighted average $22.65 and 4,403 shares at $22.71 on 11/03/2025.

How many Criteo (CRTO) shares does the director own after the purchases?

The director beneficially owned 12,468 shares after the reported transactions.

Was any purchase tied to a compensation plan at Criteo (CRTO)?

Yes. The 6,177-share purchase was made under the independent director compensation program requiring open‑market purchases.

What were the purchase prices for the Criteo (CRTO) transactions?

One was a weighted average $22.65 (with trades from $22.64 to $22.67); the other was $22.71.

Do Criteo ADS represent Ordinary Shares?

Yes. Each American Depositary Share currently represents one Ordinary Share.

What is the insider’s role at Criteo (CRTO)?

The reporting person is a Director of Criteo S.A.