Criteo CLO sells 789 shares for tax withholding

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported that Chief Legal Officer Damon Ryan sold 789 Ordinary Shares on 2026-08-28 at a price of $17.28 per share. According to the disclosure, these shares were automatically sold on his behalf to fund tax withholding obligations from the settlement of a previously reported equity award. Following this transaction, he held 164,844 Ordinary Shares directly.

Insider Trade Summary

Net Seller: 789 shares

Net Sell 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Sold 789 shs ($14K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1, F2	789	$17.28	$14K

Holdings After Transaction: Ordinary Shares — 164,844 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. 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

Ordinary Shares sold: 789 shares Sale price per share: $17.28 per share Shares held after transaction: 164,844 shares +1 more

4 metrics

Ordinary Shares sold 789 shares Sale of Ordinary Shares on 2026-08-28 by Chief Legal Officer Damon Ryan

Sale price per share $17.28 per share Price for the 789 Ordinary Shares sold on 2026-08-28

Shares held after transaction 164,844 shares Total Ordinary Shares directly held by Damon Ryan following the sale

Net shares sold in filing 789 shares Net-sell direction from transaction summary for this Form 4

Key Terms

tax withholding obligations, previously-reported security award, definitive proxy statement, Sale in open market or private transaction

4 terms

tax withholding obligations financial

"sold on the Reporting Person's behalf to fund tax withholding obligations"

previously-reported security award financial

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

definitive proxy statement regulatory

"please see the Issuer's most recent definitive proxy statement filed"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

Sale in open market or private transaction financial

"transaction_code_description": "Sale in open market or private transaction"

FAQ

What insider transaction did Criteo S.A. (CRTO) report for Damon Ryan?

Criteo S.A. reported that Chief Legal Officer Damon Ryan sold 789 Ordinary Shares on 2026-08-28. The sale was described as an automatic sale to fund tax withholding obligations arising from the settlement of a previously reported security award.

How many Criteo S.A. (CRTO) shares did Damon Ryan sell and at what price?

Damon Ryan sold 789 Ordinary Shares of Criteo S.A. at a price of $17.28 per share. The transaction was reported as a sale in open market or private transaction and was linked to funding tax withholding obligations.

Why were Damon Ryan’s CRTO shares sold in this Form 4 filing?

The filing states that the 789 Ordinary Shares were automatically sold on Damon Ryan’s behalf to fund tax withholding obligations that arose from the settlement of a previously-reported security award.

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

After the reported sale, Damon Ryan directly held 164,844 Ordinary Shares of Criteo S.A. This post-transaction holding is disclosed as the total shares following the transaction.

Was the CRTO insider sale by Damon Ryan under a Rule 10b5-1 trading plan?

The document-level Rule 10b5-1 checkbox is not affirmed (set to false). The footnote explains the sale was automatically executed to fund tax withholding obligations but does not describe it as pursuant to a Rule 10b5-1 plan.

Where can investors find more details on Damon Ryan’s overall CRTO equity holdings?

The filing directs investors to Criteo S.A.’s most recent definitive proxy statement filed with the SEC for more information about the equity of the issuer held by Damon Ryan.

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

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Available on EDGAR 08/31/2026 - 04:07 PM Accepted by SEC EDGAR 08/31/2026 - 04:04 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)
08/28/2026

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	08/28/2026		S(1)		789	D	$17.28	164,844(2)	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. 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.

2. 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/ Richard van 't Hof, as attorney-in-fact for Ryan Damon	08/31/2026
	** 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)