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Criteo S.A. (CRTO) director exchanges 33,846 shares in Luxembourg conversion

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

On July 29, 2026, Criteo S.A. director Nathalie Balla reported a structural reclassification of 33,846 Ordinary Shares, disposing them to the issuer at $0.00 per share and receiving an equivalent number in connection with Criteo’s conversion from a French to a Luxembourg public limited liability company, with ADSs and equity awards continuing on a one-for-one basis and no net change in her reported share count.

Positive

  • None.

Negative

  • None.
Insider Balla Nathalie
Role Director
Type Security Shares Price Value
Disposition Ordinary Shares F1, F2 33,846 $0.00 $0.00
Grant/Award Ordinary Shares F2, F3 33,846 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 33,846 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.
Shares disposed to issuer 33,846 Ordinary Shares Disposition (code D) on July 29, 2026 at $0.00 per share
Shares acquired 33,846 Ordinary Shares Grant/award acquisition (code A) on July 29, 2026 at $0.00 per share
ADS to Ordinary ratio 1 ADS = 1 Ordinary Share Mandatory exchange ratio in connection with the July 29, 2026 conversion
Conversion date July 29, 2026 Completion of conversion from French to Luxembourg public limited liability company
American Depositary Shares financial
"Ordinary Shares may have been represented by American Depositary Shares ("ADSs")"
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"
performance-based restricted stock unit financial
"each performance-based restricted stock unit of French Criteo continued"
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.
public limited liability company regulatory
"conversion from a French public limited liability company to a Luxembourg public"

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FAQ

What transactions did Criteo (CRTO) director Nathalie Balla report on July 29, 2026?
Nathalie Balla reported disposing of 33,846 Ordinary Shares to Criteo at $0.00 per share and simultaneously acquiring 33,846 Ordinary Shares. Both transactions occurred on July 29, 2026 and relate to the company’s legal conversion to a Luxembourg public limited liability company.

Did Nathalie Balla’s Form 4 for Criteo (CRTO) show a net change in her share count?
The Form 4 shows no net change in Nathalie Balla’s reported share count. She disposed of 33,846 shares to the issuer and acquired 33,846 shares in return, reflecting a one-for-one continuation of her position tied to the corporate conversion.

How were Criteo (CRTO) American Depositary Shares treated in the July 29, 2026 conversion?
Each ADS represented one Ordinary Share and was mandatorily exchanged for one Ordinary Share in connection with the conversion. This means ADS holders’ interests continued on a one-for-one basis as Ordinary Shares of the new Luxembourg public limited liability company.

What corporate change triggered the insider transactions reported for Criteo (CRTO)?
The transactions are linked to Criteo’s completion of its conversion on July 29, 2026 from a French public limited liability company to a Luxembourg public limited liability company. Each French Criteo Ordinary Share continued as one Ordinary Share of Lux Criteo in this process.

What happened to Criteo (CRTO) equity awards during the French-to-Luxembourg conversion?
Each time-based and performance-based restricted stock unit, and each option or warrant for French Criteo, continued as an equivalent award over Lux Criteo shares. All rights remained unchanged, except they now deliver shares of the Luxembourg public limited liability company.
SEC Form 4
FORM 4UNITED 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*
Balla Nathalie
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)07/29/2026D(2)33,846D$0(2)0D
Ordinary Shares07/29/2026A(2)33,846A$0(2)33,846(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 Nathalie Balla07/29/2026
** Signature of Reporting PersonDate
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