Criteo (CRTO) CLO discloses tax-driven share sale

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported that its Chief Legal Officer, Damon Ryan, had 2,132 Ordinary Shares sold on 2026-08-24 at a price of $17.37 per share. According to the disclosure, these shares were automatically sold on his behalf to fund tax withholding obligations from the settlement of a previously reported equity award. Following this transaction, he directly held 165,633 Ordinary Shares of Criteo.

Insider Trade Summary

Net Seller: 2,132 shares

Net Sell 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Sold 2,132 shs ($37K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1, F2	2,132	$17.37	$37K

Holdings After Transaction: Ordinary Shares — 165,633 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. 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 Ordinary Shares Sale price per share: $17.37 per share Shares held after transaction: 165,633 Ordinary Shares

3 metrics

Shares sold 2,132 Ordinary Shares Sale by Chief Legal Officer on 2026-08-24

Sale price per share $17.37 per share Automatic sale to fund tax withholding obligations

Shares held after transaction 165,633 Ordinary Shares Direct ownership by Damon Ryan following the sale

Key Terms

Ordinary Shares, tax withholding obligations, previously-reported security award, Sale in open market or private transaction

4 terms

Ordinary Shares financial

"security_title: "Ordinary Shares""

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

tax withholding obligations financial

"sold on the Reporting Person's behalf to fund tax withholding obligations"

previously-reported security award financial

"arising from the settlement of a previously-reported security award"

Sale in open market or private transaction financial

"transaction_code_description: "Sale in open market or private transaction""

FAQ

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

Criteo reported that Chief Legal Officer Damon Ryan had 2,132 Ordinary Shares sold on 2026-08-24 at $17.37 per share. The shares were sold automatically to fund tax withholding obligations tied to settlement of a previously reported equity award.

Was the Damon Ryan share sale in CRTO a discretionary sale?

The disclosure states the shares were automatically sold on Damon Ryan’s behalf to fund tax withholding obligations from settlement of a prior equity award, indicating this was a tax-related automatic sale rather than a voluntary open-market trade for investment purposes.

How many Criteo (CRTO) shares does Damon Ryan hold after this transaction?

After the reported transaction, Chief Legal Officer Damon Ryan directly holds 165,633 Ordinary Shares of Criteo S.A., as stated in the filing’s post-transaction ownership figure.

At what price were Damon Ryan’s Criteo (CRTO) shares sold?

The filing reports a sale price of $17.37 per share for the 2,132 Ordinary Shares sold on 2026-08-24, described as a sale in an open market or private transaction.

Does Criteo (CRTO) indicate this sale was related to an equity award?

Yes. The footnote explains the shares were automatically sold to fund tax withholding obligations arising from the settlement of a previously-reported security award, linking the transaction directly to an equity compensation event.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:03 PM Accepted by SEC EDGAR 08/25/2026 - 04:03 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^*

Damon Ryan

(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)

	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)
08/24/2026

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	08/24/2026		S(1)		2,132	D	$17.37	165,633(2)	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. 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.

2. 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/ Richard van 't Hof, as attorney-in-fact for Ryan Damon	08/25/2026
	** 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)