CRTO insider tax-withholding sale leaves 117,508 shares owned

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported an insider transaction by its Chief Legal Officer. On 11/24/2025, the reporting person sold 3,394 Ordinary Shares at a price of $19.51 per share. After this transaction, the reporting person beneficially owned 117,508 Ordinary Shares.

The filing explains that these shares were automatically sold to cover tax withholding obligations that arose from the settlement of a previously reported equity award. The Ordinary Shares may be represented by American Depositary Shares, each representing one Ordinary Share.

Insider Trade Summary

Net Seller: 3,394 shares ($66,217)

Net Sell 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Sold 3,394 shs ($66K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	3,394	$19.51	$66K

Holdings After Transaction: Ordinary Shares — 117,508 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share. 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. 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^*

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)
11/24/2025

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(1)	11/24/2025		S(2)		3,394	D	$19.51	117,508(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. 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	11/24/2025
	** 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) report in this Form 4?

The filing reports that the Chief Legal Officer of Criteo S.A. (CRTO) sold 3,394 Ordinary Shares on 11/24/2025 at $19.51 per share.

Why were Criteo (CRTO) shares sold by the reporting person?

The filing states that the shares were automatically sold on the reporting person’s behalf to fund tax withholding obligations related to the settlement of a previously reported equity award.

How many Criteo (CRTO) shares does the insider own after this transaction?

Following the reported sale, the filing shows the reporting person beneficially owning 117,508 Ordinary Shares of Criteo S.A.

What type of security was involved in this Criteo (CRTO) insider transaction?

The transaction involved Ordinary Shares of Criteo S.A., which the filing notes may be represented by American Depositary Shares, each representing one Ordinary Share.

What is the role of the insider who filed this Criteo (CRTO) Form 4?

The reporting person is identified as an Officer of Criteo S.A., serving as its Chief Legal Officer.

Was this Criteo (CRTO) insider sale related to a trading plan?

The form includes a checkbox reference for transactions under Rule 10b5-1(c), indicating where such trades may be disclosed, though no additional detail is provided in the excerpt.