Criteo (CRTO) CFO auto-sells 20,247 shares to cover tax withholding

Rhea-AI Filing Summary

Criteo S.A. Chief Financial Officer Sarah JS Glickman reported automatic sales of a total of 20,247 Ordinary Shares in open-market transactions. The sales included 1,943 shares at $18.48 per share on March 3, 2026 and 18,304 shares at $17.99 per share on March 2, 2026. According to the filing, these shares were sold automatically to fund tax withholding obligations from the settlement of a previously reported equity award, and she continued to hold over 350,000 shares after the transactions.

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

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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^*

Glickman Sarah JS

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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)	03/02/2026		S(2)		18,304	D	$17.99	352,785(3)	D
Ordinary Shares(1)	03/03/2026		S(2)		1,943	D	$18.48	350,842(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 currently 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, as attorney-in-fact for Sarah Glickman	03/03/2026
	** 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.

FAQ

What insider transaction did Criteo (CRTO) disclose for its CFO?

Criteo disclosed that CFO Sarah JS Glickman reported automatic sales of 20,247 Ordinary Shares. These were open-market transactions executed to cover tax withholding obligations linked to the settlement of a previously reported equity award, rather than discretionary share sales.

How many Criteo (CRTO) shares did the CFO sell and at what prices?

The CFO reported selling 20,247 Ordinary Shares in total. This included 1,943 shares at $18.48 per share on March 3, 2026 and 18,304 shares at $17.99 per share on March 2, 2026, executed as open-market transactions.

Why were Criteo (CRTO) CFO Sarah Glickman’s shares sold according to the Form 4?

The filing states the shares were automatically sold on the CFO’s behalf to fund tax withholding obligations. These tax obligations arose from the settlement of a previously reported equity award, indicating the transactions were related to compensation, not discretionary trading decisions.

What is the CFO’s Criteo (CRTO) shareholding after these sales?

After the reported transactions, Sarah JS Glickman’s direct holdings remained above 350,000 Ordinary Shares. The Form 4 lists 352,785 shares following the March 2 sale and 350,842 shares following the March 3 sale, reflecting her continuing substantial equity position in Criteo.

Are Criteo (CRTO) Ordinary Shares represented by ADS in this filing?

Yes. The footnotes explain that Criteo’s Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one Ordinary Share, linking the reported insider transactions to the ADS that trade in the U.S. market.