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Criteo (NASDAQ: CRTO) CFO logs 2,465-share tax withholding sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Criteo S.A. Chief Financial Officer Sarah JS Glickman reported the automatic sale of 2,465 Ordinary Shares on 2026-05-26 at $17.06 per share. According to the disclosure, these shares were sold on her behalf to fund tax withholding obligations from the settlement of a previously reported equity award. After these transactions, she directly holds 431,879 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.

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Negative

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Insider Glickman Sarah JS
Role Chief Financial Officer
Sold 2,465 shs ($42K)
Type Security Shares Price Value
Sale Ordinary Shares 1,313 $17.06 $22K
Sale Ordinary Shares 1,152 $17.06 $20K
Holdings After Transaction: Ordinary Shares — 433,031 shares (Direct, null)
Footnotes (1)
  1. The Ordinary Shares may be represented by American Depositary Shares, each of which currently 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.
Shares sold (first trade) 1,152 shares Ordinary Shares sold on 2026-05-26 at $17.06
Shares sold (second trade) 1,313 shares Ordinary Shares sold on 2026-05-26 at $17.06
Total shares sold 2,465 shares Sum of reported Ordinary Share sales
Sale price per share $17.06 per share Price for both reported Ordinary Share sales
Shares held after transactions 431,879 shares Direct Ordinary Share holdings post-sale
American Depositary Shares financial
"The Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share."
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
tax withholding obligations financial
"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."
previously-reported security award financial
"obligations arising from the settlement of a previously-reported security award."
open-market sale financial
"transaction_action: open-market sale; transaction_code_description: Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
definitive proxy statement regulatory
"please see the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission."
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Glickman Sarah JS
(Last)(First)(Middle)
C/O CRITEO LEGAL DEPT.
387 PARK AVENUE SOUTH, 12TH FLOOR
(Street)
NEW YORK NEW YORK 10016
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Criteo S.A. [ CRTO ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Financial Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)05/26/2026S(2)1,313D$17.06433,031(3)D
Ordinary Shares(1)05/26/2026S(2)1,152D$17.06431,879(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Glickman05/28/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Criteo (CRTO) CFO Sarah Glickman report in this Form 4?

Criteo CFO Sarah Glickman reported the automatic sale of 2,465 Ordinary Shares at $17.06 each. The filing states the sales funded tax withholding from a previously reported equity award, rather than representing a discretionary open-market sale.

How many Criteo (CRTO) shares were sold and at what price?

A total of 2,465 Ordinary Shares of Criteo were sold at $17.06 per share. The Form 4 shows two transactions of 1,152 and 1,313 shares, both described as sales in the open market or private transactions.

Why were Criteo (CRTO) shares sold on behalf of the CFO?

The Form 4 explains the shares were automatically sold to fund tax withholding obligations. These obligations arose from the settlement of a previously reported security award, indicating the sale was tied to compensation-related tax requirements rather than a discretionary portfolio decision.

How many Criteo (CRTO) shares does the CFO hold after these transactions?

Following the reported sales, Sarah Glickman directly holds 431,879 Ordinary Shares of Criteo. This post-transaction holding, disclosed in the Form 4, provides context on her remaining equity stake after settling the related tax obligations.

Are Criteo (CRTO) Ordinary Shares linked to American Depositary Shares?

Yes. The footnotes state that Criteo’s Ordinary Shares may be represented by American Depositary Shares. Each American Depositary Share currently represents one Ordinary Share, linking the French-listed equity to U.S.-traded depositary receipts.

Does this Criteo (CRTO) Form 4 indicate any derivative exercises by the CFO?

No derivative exercises are shown in the provided data. The derivative summary is empty and both reported transactions involve non-derivative Ordinary Shares, associated with tax withholding from a previously reported equity award settlement.