Criteo director logs offsetting share transfer and award

Criteo S.A. director Ernst Teunissen reported a same-day disposition to the issuer and compensatory acquisition of 12,471 Ordinary Shares on July 29, 2026, both at a stated price of 0.0000 per share.

Rhea-AI Filing Summary

Criteo S.A. director Ernst Teunissen reported a same-day disposition to the issuer and compensatory acquisition of 12,471 Ordinary Shares on July 29, 2026, both at a stated price of 0.0000 per share. These entries relate to Criteo’s conversion from a French to a Luxembourg public limited liability company, in which each Ordinary Share and ADS continued as one Ordinary Share and existing equity awards continued on equivalent terms. A footnote also corrects his previously reported beneficial holdings upward by 3 shares due to a rounding error. The Rule 10b5-1 trading-plan checkbox was not marked.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider TEUNISSEN ERNST 02494

Role Director

Type	Security	Shares	Price	Value
Disposition	Ordinary Shares F1, F2	12,471	$0.00	$0.00
Grant/Award	Ordinary Shares F2, F3, F4	12,471	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 12,471 shares (Direct)

Footnotes (4)

1. F1. Prior to the completion of the Conversion (as defined below), the Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share and were mandatorily exchanged for one Ordinary Share per each ADS in connection with the Conversion.
2. F2. On July 29, 2026, as previously approved by the Issuer's shareholders, the Issuer completed its conversion (the "Conversion") from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). Upon the Conversion, (i) each Ordinary Share of French Criteo, including shares represented by ADSs, continued as one Ordinary Share of Lux Criteo, (ii) each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit, respectively, of Lux Criteo and (iii) each option or warrant to obtain shares of French Criteo continued as an option or warrant to obtain an equal number of shares of Lux Criteo, respectively. All rights attached to such awards remain unchanged after the Conversion, except the right to receive shares of French Criteo under these instruments became the right to receive shares of Lux Criteo.
3. F3. 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.
4. F4. The number of securities beneficially owned following the previously reported transaction was inadvertently understated by three shares due to a rounding error. This filing corrects the beneficial ownership amount to reflect the Reporting Person's actual holdings.

Key Figures

Shares disposed to issuer: 12,471 Ordinary Shares Shares acquired as grant/award: 12,471 Ordinary Shares Stated transaction price per share: 0.0000 +3 more

6 metrics

Shares disposed to issuer 12,471 Ordinary Shares Non-derivative disposition to issuer on July 29, 2026

Shares acquired as grant/award 12,471 Ordinary Shares Non-derivative grant or other acquisition on July 29, 2026

Stated transaction price per share 0.0000 Price field for both disposition and acquisition transactions

Conversion date July 29, 2026 Date French Criteo converted into Luxembourg Criteo

ADS to Ordinary Share ratio 1 Ordinary Share per ADS ADSs mandatorily exchanged for Ordinary Shares in the Conversion

Rounding correction to holdings 3 shares Previously reported beneficial ownership understated by three shares

Key Terms

Disposition to issuer, American Depositary Shares, time-based restricted stock unit, performance-based restricted stock unit, +1 more

5 terms

Disposition to issuer financial

"transaction_code_description: "Disposition to issuer""

American Depositary Shares financial

"Ordinary Shares may have been represented by American Depositary Shares ("ADSs")"

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.

time-based restricted stock unit financial

"each time-based restricted stock unit ... continued as a time-based restricted stock unit"

performance-based restricted stock unit financial

"each performance-based restricted stock unit ... continued as a performance-based restricted stock unit"

A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.

beneficially owned financial

"The number of securities beneficially owned following the previously reported transaction"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider share movements did Criteo S.A. (CRTO) report for Ernst Teunissen on July 29, 2026?

Ernst Teunissen reported both a disposition to the issuer and a grant/award acquisition of 12,471 Ordinary Shares each on July 29, 2026. Both transactions were recorded at a stated price of 0.0000 per share, resulting in a net-neutral share change that day.

How many Criteo (CRTO) shares were transferred and awarded in Ernst Teunissen’s latest report?

The report shows 12,471 Ordinary Shares disposed to the issuer and 12,471 Ordinary Shares acquired as a grant or award. Because the share counts match, the transactions together reflect a structural adjustment rather than a net increase or decrease in his holdings.

What corporate conversion involving Criteo S.A. (CRTO) is referenced in the insider report?

On July 29, 2026, Criteo completed a conversion from a French to a Luxembourg public limited liability company. Each French Criteo Ordinary Share and ADS continued as one Lux Criteo Ordinary Share, and all RSUs, performance RSUs, options, and warrants continued on equivalent terms.

How were Criteo (CRTO) ADSs and equity awards treated in the French-to-Luxembourg conversion?

Each ADS, which represented one Ordinary Share, was mandatorily exchanged into one Ordinary Share in Lux Criteo. Time-based and performance-based RSUs, and options or warrants for French Criteo, all continued as equivalent awards over Lux Criteo shares with unchanged rights except for the issuer entity.

What rounding correction to beneficial ownership was disclosed for Criteo S.A. (CRTO)?

A footnote states that Teunissen’s previously reported beneficial ownership was understated by three shares due to a rounding error. This filing corrects the reported beneficial ownership amount so it reflects his actual holdings, without otherwise changing the disclosed transaction mechanics.

Were Criteo (CRTO) director Ernst Teunissen’s reported transactions under a Rule 10b5-1 trading plan?

The Rule 10b5-1 trading-plan checkbox was not checked in the report. No footnote describes these July 29, 2026 transactions as made under a pre-arranged trading plan, so they are presented without that specific plan designation.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/29/2026 - 04:03 PM Accepted by SEC EDGAR 07/29/2026 - 04:02 PM Learn about SEC filing dates

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
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^*

TEUNISSEN ERNST 02494

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Ordinary Shares(1)	07/29/2026		D(2)		12,471	D	$0(2)	0	D
Ordinary Shares	07/29/2026		A(2)		12,471	A	$0(2)	12,471(3)(4)	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. Prior to the completion of the Conversion (as defined below), the Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share and were mandatorily exchanged for one Ordinary Share per each ADS in connection with the Conversion.

2. On July 29, 2026, as previously approved by the Issuer's shareholders, the Issuer completed its conversion (the "Conversion") from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). Upon the Conversion, (i) each Ordinary Share of French Criteo, including shares represented by ADSs, continued as one Ordinary Share of Lux Criteo, (ii) each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit, respectively, of Lux Criteo and (iii) each option or warrant to obtain shares of French Criteo continued as an option or warrant to obtain an equal number of shares of Lux Criteo, respectively. All rights attached to such awards remain unchanged after the Conversion, except the right to receive shares of French Criteo under these instruments became the right to receive shares of Lux Criteo.

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.

4. The number of securities beneficially owned following the previously reported transaction was inadvertently understated by three shares due to a rounding error. This filing corrects the beneficial ownership amount to reflect the Reporting Person's actual holdings.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Ernst Teunissen	07/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)