[Form 4] Criteo S.A. Insider Trading Activity

Rhea-AI Filing Summary

Criteo S.A. reported that its Chief Legal Officer, Damon Ryan, received a grant of 63,259 Ordinary Shares as equity compensation. The award was recorded at a price of $0.00 per share, indicating a share grant rather than an open‑market purchase. Following this transaction, Ryan directly holds 177,154 Ordinary Shares.

The shares are subject to time-based vesting. Under the primary schedule, 25% vests on the one-year anniversary of the grant date, with the remainder vesting quarterly over the next 36 months. If the company’s conversion into a Luxembourg entity is not completed before the first anniversary, 50% will instead vest on the two-year anniversary, with the balance vesting quarterly over the following two years.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Damon Ryan

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	63,259	$0.00	--

Holdings After Transaction: Ordinary Shares — 177,154 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share. The shares are subject to time-based vesting as follows: 25% of the shares will vest on the one (1) year anniversary of the grant date, and the remainder of the shares will vest in equal portions at the end of each quarter over the subsequent thirty-six (36) month period. Notwithstanding the foregoing, if the conversion of the Company into a Luxembourg company is not completed before the first anniversary of the grant date, then the shares will be subject to time based vesting as follows: 50% of the shares will vest on the two (2) year anniversary of the grant date and the remainder of the shares will vest in equal portions at the end of each quarter during the two-year period thereafter. 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.

Form 4 Insider Transactions: What Each Field Means →

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 NY 10016

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)	03/13/2026		A		63,259(2)	A	$0	177,154(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. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.

2. The shares are subject to time-based vesting as follows: 25% of the shares will vest on the one (1) year anniversary of the grant date, and the remainder of the shares will vest in equal portions at the end of each quarter over the subsequent thirty-six (36) month period. Notwithstanding the foregoing, if the conversion of the Company into a Luxembourg company is not completed before the first anniversary of the grant date, then the shares will be subject to time based vesting as follows: 50% of the shares will vest on the two (2) year anniversary of the grant date and the remainder of the shares will vest in equal portions at the end of each quarter during the two-year period thereafter.

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	03/16/2026
	** 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).
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