Criteo (CRTO) Form 4: CFO Disposes of 3,981 Shares to Cover Taxes

Rhea-AI Filing Summary

Sarah Glickman, Chief Financial Officer of Criteo S.A. (CRTO), reported a routine sale of company stock. The Form 4 shows the sale of 3,981 Ordinary Shares on 08/25/2025 at a price of $24.06 per share. The filing states the shares were automatically sold to satisfy tax withholding obligations arising from the settlement of a previously reported equity award. After the transaction, the reporting person beneficially owned 357,209 Ordinary Shares. The form notes Ordinary Shares may be represented by American Depositary Shares, each currently representing one Ordinary Share.

Positive

• Reporting person retains significant ownership with 357,209 Ordinary Shares after the transaction
• Sale was automatic to satisfy tax withholding, indicating it arose from award settlement rather than an opportunistic market sale

Negative

• Disposition of 3,981 Ordinary Shares reduced direct holdings
• Transaction price of $24.06 realized on the sold shares

Insights

Financial Analyst

TL;DR: A routine, non-discretionary sale to cover tax withholding; ownership remains substantial.

The sale of 3,981 shares at $24.06 appears transactional and tied to tax withholding from an equity award settlement, not an open-market divestiture for liquidity or a change in investment stance. The remaining beneficial ownership of 357,209 shares indicates continued exposure to the company equity. This filing is typically considered operational and not materially informative about management's view on future performance.

Corporate Governance Expert

TL;DR: Transaction consistent with standard post-award withholding; no governance red flags in the disclosure.

The Form 4 discloses an automated sale to satisfy tax obligations related to a settled award, which is a common practice and documented in the form. The report is properly executed by an attorney-in-fact. There is no indication of unusual timing, accelerations, or related-party arrangements disclosed in this filing.

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
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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)
08/25/2025

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)	08/25/2025		S(2)		3,981	D	$24.06	357,209(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	08/26/2025
	** 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 transaction did Sarah Glickman (CRTO) report on the Form 4?

The Form 4 reports an automatic sale of 3,981 Ordinary Shares on 08/25/2025 at a price of $24.06 per share.

Why were the shares sold according to the filing?

The filing states the shares were automatically sold to fund tax withholding obligations arising from the settlement of a previously reported equity award.

How many shares does the reporting person own after the sale?

Following the transaction, the reporting person beneficially owned 357,209 Ordinary Shares.

Are these Ordinary Shares the same as American Depositary Shares (ADS)?

The filing explains the Ordinary Shares may be represented by American Depositary Shares, with each ADS currently representing one Ordinary Share.

What is the reporting person’s role at Criteo?

The reporting person, Sarah Glickman, is identified in the filing as Chief Financial Officer and a director.