Criteo director reports 42,736-share corporate conversion

Criteo S.A. director Marie Lalleman reported two matching entries on July 29, 2026 tied to the company’s legal conversion from a French to a Luxembourg public limited liability company.

Rhea-AI Filing Summary

Criteo S.A. director Marie Lalleman reported two matching entries on July 29, 2026 tied to the company’s legal conversion from a French to a Luxembourg public limited liability company. She recorded a disposition to the issuer of 42,736 Ordinary Shares and a corresponding acquisition of 42,736 Ordinary Shares. Footnotes explain that, in this Conversion, each Ordinary Share of French Criteo (including any represented by American Depositary Shares) continued as one Ordinary Share of Lux Criteo, and all related RSU, PSU, option and warrant awards continued on the same terms but now settle in Lux Criteo shares.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Lalleman Marie

Role Director

Type	Security	Shares	Price	Value
Disposition	Ordinary Shares F1, F2	42,736	$0.00	$0.00
Grant/Award	Ordinary Shares F2, F3	42,736	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 42,736 shares (Direct)

Footnotes (3)

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.

Key Figures

Shares disposed to issuer: 42,736 Ordinary Shares Shares acquired as grant/award: 42,736 Ordinary Shares Reported transaction price: 0.0000 per share +2 more

5 metrics

Shares disposed to issuer 42,736 Ordinary Shares Non-derivative disposition to issuer on July 29, 2026 (code D)

Shares acquired as grant/award 42,736 Ordinary Shares Non-derivative grant or other acquisition on July 29, 2026 (code A)

Reported transaction price 0.0000 per share Price per share for both disposition and acquisition entries

Conversion date July 29, 2026 Date issuer completed conversion to a Luxembourg public limited liability company

ADS to Ordinary Share ratio 1 ADS = 1 Ordinary Share Each ADS represented one Ordinary Share and was exchanged one-for-one in the Conversion

Key Terms

American Depositary Shares, time-based restricted stock unit, performance-based restricted stock unit, Luxembourg public limited liability company, +1 more

5 terms

American Depositary Shares financial

"Prior to the Conversion, the Ordinary Shares may have been represented by American Depositary Shares"

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 of French Criteo continued as a time-based restricted stock unit"

performance-based restricted stock unit financial

"each performance-based restricted stock unit of French Criteo 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.

Luxembourg public limited liability company regulatory

"the Issuer completed its conversion to a Luxembourg public limited liability company"

warrant financial

"each option or warrant to obtain shares of French Criteo continued as an option or warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

FAQ

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

What share transactions did Criteo (CRTO) director Marie Lalleman report?

Marie Lalleman reported offsetting, non-cash entries: a disposition of 42,736 Ordinary Shares to the issuer and an acquisition of 42,736 Ordinary Shares. Both were recorded on July 29, 2026 and relate to Criteo’s conversion to a Luxembourg public limited liability company.

How is Criteo (CRTO)’s French-to-Luxembourg conversion reflected in this insider report?

The report shows share movements tied to the corporate Conversion completed on July 29, 2026. Footnotes state each French Criteo Ordinary Share, including those represented by ADSs, continued as one Lux Criteo Ordinary Share, and existing equity awards continued on the same terms in Lux Criteo.

Did Marie Lalleman buy or sell Criteo (CRTO) shares on the market?

The entries describe a disposition to the issuer and a corresponding grant or other acquisition, each for 42,736 Ordinary Shares at a reported price of $0.0000 per share. They are characterized as corporate Conversion-related movements rather than open-market purchases or sales.

What does the 42,736-share figure mean for Criteo (CRTO) in this report?

The number 42,736 appears twice, once as shares disposed to the issuer and once as shares acquired, both Ordinary Shares. This one-for-one pattern aligns with the described Conversion in which existing French Criteo shares and related awards continued into Lux Criteo on equivalent terms.

How were Criteo (CRTO) American Depositary Shares treated in the Conversion?

A footnote explains that each Criteo American Depositary Share represented one Ordinary Share and was mandatorily exchanged for one Ordinary Share of Lux Criteo in the Conversion. The economic rights attached to related awards are described as remaining unchanged, aside from now referencing Lux Criteo shares.

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

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Available on EDGAR 07/29/2026 - 04:02 PM Accepted by SEC EDGAR 07/29/2026 - 04:01 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^*

Lalleman Marie

(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)		42,736	D	$0(2)	0	D
Ordinary Shares	07/29/2026		A(2)		42,736	A	$0(2)	42,736(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. 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.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Marie Lalleman	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.
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* Form 4: SEC 1474 (03-26)