Criteo CLO sells 2,132 shares for tax withholding

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Form Type

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported the automatic sale of 2,132 Ordinary Shares of Criteo on May 26, 2026 in open-market transactions at $17.06 per share. According to the footnotes, these shares were sold on his behalf solely to fund tax withholding obligations from the settlement of a prior equity award, rather than as a discretionary sale. After these transactions, he continues to hold more than 175,000 Criteo Ordinary Shares directly.

Insider Trade Summary

Net Seller: 2,132 shares

Net Sell 2 txns

Insider Damon Ryan

Role Chief Legal Officer

Sold 2,132 shs ($36K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,136	$17.06	$19K
Sale	Ordinary Shares	996	$17.06	$17K

Holdings After Transaction: Ordinary Shares — 175,022 shares (Direct)

Footnotes (3)

F1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
F2. 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.
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.

Key Figures

Shares sold: 2,132 shares Sale price per share: $17.06/share Post-transaction holdings: More than 175,000 shares +1 more

4 metrics

Shares sold 2,132 shares Ordinary Shares sold on May 26, 2026

Sale price per share $17.06/share Open-market sale price for Ordinary Shares

Post-transaction holdings More than 175,000 shares Directly held Criteo Ordinary Shares after sales

Net share change -2,132 shares Net-sell direction across reported transactions

Key Terms

American Depositary Shares, tax withholding obligations, definitive proxy statement, open-market sale

4 terms

American Depositary Shares financial

"The Ordinary Shares may be represented by American Depositary Shares, each of which 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..."

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.

open-market sale financial

"transaction_action: open-market sale"

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.

FAQ

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

What did Criteo (CRTO) Chief Legal Officer Damon Ryan report in this Form 4?

Damon Ryan reported selling 2,132 Criteo Ordinary Shares at $17.06 per share. The filing explains the shares were automatically sold to cover tax withholding obligations from a previously granted equity award, rather than as a discretionary open-market trade.

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

The shares were sold automatically to fund tax withholding obligations tied to settlement of a prior equity award. This means the transactions were driven by tax requirements associated with compensation, not an elective decision to reduce his investment in Criteo stock.

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

He sold a total of 2,132 Criteo Ordinary Shares on May 26, 2026, at $17.06 per share. These sales are reported as open-market transactions but are described as automatic sales to satisfy tax withholding obligations from an earlier equity award.

How many Criteo (CRTO) shares does Damon Ryan still hold after these transactions?

Following the reported sales, Damon Ryan continues to hold more than 175,000 Criteo Ordinary Shares directly. This indicates the tax-related sale represents only a small fraction of his overall position as disclosed in this Form 4 filing.

Are Criteo (CRTO) Ordinary Shares represented by American Depositary Shares (ADS)?

Yes. The footnotes state that Criteo’s Ordinary Shares may be represented by American Depositary Shares, with each ADS corresponding to one Ordinary Share. This structure allows the company’s shares to be traded more easily on U.S. markets through ADS instruments.

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

The footnotes direct readers to Criteo’s most recent definitive proxy statement filed with the SEC. That document provides broader details on equity awards and share ownership for executives, complementing the specific transaction data disclosed in this Form 4 filing.

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

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Accepted by SEC EDGAR 05/28/2026 - 04:05 PM

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^*

Damon Ryan

(Last)

(First)

(Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

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)

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Ordinary Shares⁽¹⁾	05/26/2026		S⁽²⁾		1,136	D	$17.06	176,018⁽³⁾	D
Ordinary Shares⁽¹⁾	05/26/2026		S⁽²⁾		996	D	$17.06	175,022⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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	05/28/2026
	** 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)

Source: View Original Filing on SEC EDGAR