Criteo (CRTO) legal chief records 17,258-share performance-based equity awards

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported equity awards tied to performance-based stock units. On February 26, 2026, he acquired 13,093 Ordinary Shares at a price of $0.00 per share following achievement of performance goals from a February 28, 2025 grant. He also acquired 4,165 Ordinary Shares at $0.00 per share from the first performance tranche of a March 1, 2024 grant. After these award-related acquisitions, his direct holdings totaled 128,789 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.

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

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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^*

Damon Ryan

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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)	02/26/2026		A		13,093(2)	A	$0	124,624(3)	D
Ordinary Shares(1)	02/26/2026		A		4,165(4)	A	$0	128,789(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. On February 28, 2025, the Reporting Person was granted performance-based stock units representing 18,441 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 26, 2026, the achievement percentage was determined, resulting in 13,093 shares becoming eligible to time-based vesting as follows: two thirds of the shares will vest on the two year anniversary of the grant date, and the remainder of the shares will vest on the three year anniversary of the grant date.

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.

4. On March 1, 2024, the Reporting Person was granted performance-based stock units representing 25,244 shares of the Issuer at the target performance level, with 50% of the units eligible to vest over a two-year performance period and 50% over a three-year performance period. On February 26, 2026, the achievement percentage of the first, two-year performance tranche covering 12,622 shares was determined, resulting in 4,165 shares becoming eligible to time-based vesting on the two year anniversary of the grant date.

Remarks:

	/s/Ryan Damon	03/02/2026
	** 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).
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FAQ

What insider transactions did Criteo (CRTO) report for Damon Ryan?

Criteo reported that Chief Legal Officer Damon Ryan acquired 13,093 and 4,165 Ordinary Shares on February 26, 2026. These were award-related acquisitions at $0.00 per share, linked to previously granted performance-based stock units.

How many Criteo (CRTO) shares does Damon Ryan hold after this Form 4?

After the reported equity awards, Damon Ryan directly holds 128,789 Ordinary Shares of Criteo. This figure comes from the post-transaction ownership line on the Form 4, reflecting both performance-based stock unit achievements recorded on February 26, 2026.

What performance-based grants are referenced in Criteo (CRTO) Damon Ryan’s Form 4?

The Form 4 references grants on February 28, 2025 and March 1, 2024. The 2025 grant covered 18,441 shares at target, and the 2024 grant covered 25,244 shares at target, both structured as performance-based stock units.

How were the 13,093 Criteo (CRTO) shares for Damon Ryan determined?

The 13,093 shares became eligible after performance for a February 28, 2025 grant was measured. That grant originally represented 18,441 shares at target; the achievement percentage set how many shares could then vest over time.

What is the vesting schedule for Damon Ryan’s 13,093 Criteo (CRTO) shares?

For the 13,093 shares tied to the February 28, 2025 grant, two-thirds will time-vest on the two-year anniversary of the grant date, and the remaining one-third will time-vest on the three-year anniversary of that grant.

How were the 4,165 Criteo (CRTO) shares for Damon Ryan calculated?

The 4,165 shares relate to a March 1, 2024 grant of 25,244 performance-based units. The first performance tranche covered 12,622 shares; after achievement measurement for the two-year period, 4,165 shares became eligible to time-vest.

Can Criteo (CRTO) Ordinary Shares be held as ADS for Damon Ryan’s awards?

Yes. The filing notes that Criteo Ordinary Shares may be represented by American Depositary Shares, with each ADS representing one Ordinary Share. This relationship applies generally to shares, including those reported in Damon Ryan’s Form 4.