Criteo S.A. (CRTO) director reports open-market purchase of 8,276 shares

Rhea-AI Filing Summary

Criteo S.A. director Rachel Picard reported buying additional company stock. On 12/12/2025, she acquired 8,276 Ordinary Shares at a price of $20.63 per share, bringing her total beneficial ownership to 53,488 Ordinary Shares held directly.

The filing explains that these shares were purchased under a compensation plan for non-employee directors, where additional remuneration must be used within a set period to buy Criteo securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the director. The Ordinary Shares may also be held as American Depositary Shares, with each ADS currently representing one Ordinary Share.

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^*

Picard Rachel

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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)	12/12/2025		A(2)		8,276	A	$20.63	53,488(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. The Reporting Person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the Reporting Person.

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 Rachel Picard	12/15/2025
	** 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 share transaction did Criteo (CRTO) report for Rachel Picard?

Director Rachel Picard reported buying 8,276 Ordinary Shares of Criteo S.A. on 12/12/2025 at a price of $20.63 per share.

How many Criteo (CRTO) shares does Rachel Picard own after this transaction?

Following the reported transaction, Rachel Picard beneficially owns 53,488 Ordinary Shares of Criteo S.A., held in direct ownership.

How were the shares in this Criteo (CRTO) Form 4 acquired?

The shares were purchased under a compensation plan between Criteo and its Board members, where additional remuneration to non-employee directors must be used within a certain period to buy Criteo securities on the open market.

Are Rachel Picard’s Criteo (CRTO) shares subject to any holding conditions?

Yes. The filing states that the securities acquired are subject to a time-based shareholding commitment agreed to by Rachel Picard.

Can Criteo (CRTO) Ordinary Shares be held as American Depositary Shares (ADS)?

Yes. The Ordinary Shares may be represented by American Depositary Shares, and each ADS currently represents one Ordinary Share.

Is this Criteo (CRTO) Form 4 filed for more than one reporting person?

No. The document indicates that it is a Form filed by one reporting person, covering the holdings and transaction of Rachel Picard only.

Where can investors find more details on Rachel Picard’s Criteo (CRTO) equity holdings?

The explanation notes that more information on equity held by Rachel Picard is available in Criteo’s most recent definitive proxy statement filed with the Securities and Exchange Commission.