Criteo (CRTO) legal chief’s automatic stock sales cover tax obligations

Rhea-AI Filing Summary

Criteo S.A. Chief Legal Officer Damon Ryan reported automatic sales of company stock to cover tax obligations from equity awards. On February 23, he sold 1,736 ordinary shares at $16.81 per share, and on February 24, he sold 1,019 shares at $16.71 per share. After these tax-related sales, he continued to hold 111,531 ordinary shares. Each ordinary share may also be represented by one American Depositary Share.

Insider Trade Summary

Net Seller: 2,755 shares ($46,210)

Net Sell 2 txns

Insider Damon Ryan

Role Chief Legal Officer

Sold 2,755 shs ($46K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares	1,019	$16.71	$17K
Sale	Ordinary Shares	1,736	$16.81	$29K

Holdings After Transaction: Ordinary Shares — 111,531 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share. 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. 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)
02/23/2026

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)	02/23/2026		S(2)		1,736	D	$16.81	112,550(3)	D
Ordinary Shares(1)	02/24/2026		S(2)		1,019	D	$16.71	111,531(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. 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	02/24/2026
	** 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.

FAQ

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

Criteo reported that Chief Legal Officer Damon Ryan had 2,755 ordinary shares sold in two transactions. The sales on February 23 and 24 were made automatically to fund tax withholding obligations from settlement of a previously reported equity award, rather than discretionary open-market selling.

Were Damon Ryan’s Criteo (CRTO) share sales discretionary trades?

No, the filing states the shares were automatically sold to fund tax withholding obligations. These sales arose from the settlement of a previously reported security award, indicating they were tax-related transactions rather than voluntary open-market trading decisions by the executive.

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

After the reported tax-related sales, Damon Ryan beneficially owned 111,531 ordinary shares. This post-transaction balance is disclosed directly in the Form 4 and reflects his remaining direct equity stake following the automatic sales to cover tax withholding obligations.

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

The filing reports two average sale prices for the ordinary shares. On February 23, 1,736 shares were sold at $16.81 per share, and on February 24, 1,019 shares were sold at $16.71 per share, both characterized as open-market transactions in the form’s codes.

How many Criteo (CRTO) shares were sold in each reported transaction?

The Form 4 discloses two separate transactions involving ordinary shares. On February 23, Damon Ryan had 1,736 shares sold, and on February 24, 1,019 shares were sold, for a total of 2,755 shares sold to satisfy related tax withholding obligations from an equity award settlement.

Can Criteo (CRTO) ordinary shares be held as American Depositary Shares (ADS)?

Yes. The footnotes explain that each Criteo ordinary share may be represented by one American Depositary Share. This means investors can hold the same underlying equity either as ordinary shares or as ADS, with a one-to-one correspondence between the two forms.