What was the purpose of Damon Ryan’s Criteo (CRTO) share sale?

The reported sale was made to fund tax withholding obligations . A footnote explains that 6,178 Ordinary Shares were automatically sold on Damon Ryan’s behalf when a previously reported equity award settled, rather than as a discretionary portfolio transaction.

Criteo S.A. (CRTO) legal chief sells shares to cover tax obligations

Q: What did Criteo (CRTO) executive Damon Ryan report in this Form 4?

Damon Ryan, Criteo’s Chief Legal Officer, reported the sale of 6,178 Ordinary Shares on August 6, 2026 at $17.23 per share . According to the filing, these shares were automatically sold to cover tax withholding obligations from settlement of a prior equity award.

Q: How many Criteo (CRTO) shares does Damon Ryan own after this transaction?

After the reported transaction, Damon Ryan directly owns 167,765 Ordinary Shares of Criteo. This reflects his holdings immediately following the sale of 6,178 shares that were used to fund tax withholding obligations tied to a prior equity-based award.

Q: At what price were Damon Ryan’s Criteo (CRTO) shares sold?

The 6,178 Ordinary Shares reported were sold at a price of $17.23 per share . The transaction code indicates an open market or private sale, and a footnote clarifies the sale was automatic to cover tax withholding from an equity award settlement.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported the sale of 6,178 Ordinary Shares on August 6, 2026 at $17.23 per share. The shares were automatically sold to fund tax withholding obligations from settlement of a prior equity award, and Ryan now directly holds 167,765 shares.

Insider Trade Summary

Net Seller: 6,178 shares

Net Sell 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Sold 6,178 shs ($106K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares ^{F1, F2}	6,178	$17.23	$106K

Holdings After Transaction: Ordinary Shares — 167,765 shares (Direct)

Footnotes (2)

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.
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

Shares sold: 6,178 shares Sale price per share: $17.23 Shares owned after sale: 167,765 shares +1 more

4 metrics

Shares sold 6,178 shares Ordinary Shares sold on 2026-08-06 by Damon Ryan

Sale price per share $17.23 Price per Ordinary Share in the reported sale

Shares owned after sale 167,765 shares Direct holdings of Damon Ryan following the transaction

Net shares sold in filing 6,178 shares Net sell volume across all transactions in this Form 4

Key Terms

tax withholding obligations, settlement of a previously-reported security award, definitive proxy statement

3 terms

tax withholding obligations financial

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

settlement of a previously-reported security award financial

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

definitive proxy statement regulatory

"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.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/07/2026 - 04:14 PM Accepted by SEC EDGAR 08/07/2026 - 04:13 PM

FAQ

What did Criteo (CRTO) executive Damon Ryan report in this Form 4?

Damon Ryan, Criteo’s Chief Legal Officer, reported the sale of 6,178 Ordinary Shares on August 6, 2026 at $17.23 per share. According to the filing, these shares were automatically sold to cover tax withholding obligations from settlement of a prior equity award.

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

After the reported transaction, Damon Ryan directly owns 167,765 Ordinary Shares of Criteo. This reflects his holdings immediately following the sale of 6,178 shares that were used to fund tax withholding obligations tied to a prior equity-based award.

At what price were Damon Ryan’s Criteo (CRTO) shares sold?

The 6,178 Ordinary Shares reported were sold at a price of $17.23 per share. The transaction code indicates an open market or private sale, and a footnote clarifies the sale was automatic to cover tax withholding from an equity award settlement.

Was Damon Ryan’s Criteo (CRTO) trade under a Rule 10b5-1 plan?

No. The filing’s Rule 10b5-1 checkbox is not marked as a trading plan transaction. Instead, a footnote states the 6,178 shares were automatically sold to fund tax withholding obligations arising from settlement of a previously reported equity award.

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

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)
08/06/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares	08/06/2026		S⁽¹⁾		6,178	D	$17.23	167,765⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	08/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR