Criteo (CRTO) CLO auto-sells 14,894 shares for tax withholding

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported automatic sales of company Ordinary Shares to fund tax withholding obligations from an equity award settlement. On March 2, 2026, he sold 13,385 shares at $17.99 each, and on March 3, 2026, he sold 1,509 shares at $18.48 each, for total reported sales of 14,894 shares. After these open-market sales, he directly holds 113,895 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.

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^*

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)
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)		13,385	D	$17.99	115,404(3)	D
Ordinary Shares(1)	03/03/2026		S(2)		1,509	D	$18.48	113,895(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	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.
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FAQ

What insider transaction did Criteo (CRTO) report for Damon Ryan?

Criteo reported that Chief Legal Officer Damon Ryan sold company Ordinary Shares in two open-market transactions. These were automatic sales executed to fund tax withholding obligations related to the settlement of a previously reported equity award.

How many Criteo (CRTO) shares did Damon Ryan sell and at what prices?

Damon Ryan sold a total of 14,894 Ordinary Shares. He sold 13,385 shares at $17.99 per share on March 2, 2026, and 1,509 shares at $18.48 per share on March 3, 2026, in open-market transactions.

Why were Damon Ryan’s Criteo (CRTO) shares sold according to the Form 4?

The Form 4 states the securities were automatically sold on Damon Ryan’s behalf to fund tax withholding obligations. Those obligations arose from the settlement of a previously reported security award, indicating the transactions were linked to equity compensation, not discretionary open-market selling.

How many Criteo (CRTO) shares does Damon Ryan own after these sales?

After the reported transactions, Damon Ryan directly owns 113,895 Ordinary Shares of Criteo. This post-transaction balance reflects the shares remaining following the automatic sales used to cover tax withholding obligations from his equity award settlement.

What type of security did Damon Ryan trade in Criteo (CRTO)?

Damon Ryan traded Criteo Ordinary Shares, which the filing explains may be represented by American Depositary Shares on a one-for-one basis. The reported transactions involved non-derivative Ordinary Shares sold in the open market to fund tax withholding obligations.

Were Damon Ryan’s Criteo (CRTO) share sales open-market transactions?

Yes. The Form 4 describes both transactions as sales in the open market or private transactions, coded as “S.” The filing further clarifies they were automatically executed to fund tax withholding obligations from the settlement of a prior equity award.