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Criteo S.A. (CRTO) records insider share swap in corporate conversion

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

Rhea-AI Filing Summary

Damon Ryan, Chief Legal Officer of Criteo S.A., reported paired equity movements tied to the company’s corporate conversion to a Luxembourg entity. On July 29 2026 he returned 173,943 Ordinary Shares to the issuer for no consideration, then received a matching 173,943-share award in the new Luxembourg company, with award rights continuing unchanged.

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Insider Damon Ryan
Role Chief Legal Officer
Type Security Shares Price Value
Disposition Ordinary Shares F1, F2 173,943 $0.00 $0.00
Grant/Award Ordinary Shares F2, F3 173,943 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 173,943 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 173,943 Ordinary Shares Disposition to issuer at $0.0000 per share on July 29 2026
Shares acquired as award 173,943 Ordinary Shares Grant or award acquisition at $0.0000 per share on July 29 2026
Per-share transaction value $0.0000 per share Reported for both the disposition and acquisition of Ordinary Shares
Conversion date July 29 2026 Completion of conversion from French Criteo to Lux Criteo
ADS to Ordinary Share ratio 1 ADS = 1 Ordinary Share ADSs mandatorily exchanged one-for-one into Ordinary Shares in the conversion
American Depositary Shares financial
"Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share"
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.
Conversion regulatory
"the Issuer completed its conversion (the "Conversion") from a French public limited liability company"
Conversion is the exchange of one type of financial instrument for another, most commonly turning convertible bonds or preferred shares into common stock. It matters to investors because conversion changes the number of outstanding shares and ownership stakes—like trading a coupon for a slice of a company—potentially reducing each existing owner's portion, affecting per-share earnings, voting power and the market value of the stock.
time-based restricted stock unit financial
"each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued"
performance-based restricted stock unit financial
"each time-based restricted stock unit and 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.
Luxembourg public limited liability company regulatory
"to a Luxembourg public limited liability company ("Lux Criteo")"

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FAQ

What insider share movements did Criteo (CRTO) report for Damon Ryan on July 29 2026?
Criteo reported that Chief Legal Officer Damon Ryan returned 173,943 Ordinary Shares to the issuer and received a matching 173,943-share award. These paired entries reflect the corporate conversion from a French to a Luxembourg public limited liability company.

Did Criteo (CRTO) indicate any cash proceeds in Damon Ryan’s July 2026 insider transactions?
No cash proceeds were indicated; both transactions show a $0.0000 per-share value. The shares were returned to the issuer and re-awarded in connection with Criteo’s corporate conversion rather than through an open-market sale or purchase.

How many Criteo (CRTO) Ordinary Shares were involved in Damon Ryan’s reported transactions?
The transactions involved 173,943 Ordinary Shares in each direction. One entry records a disposition of 173,943 shares to the issuer, and a second records the acquisition of 173,943 shares as an award in the new Luxembourg entity created by the conversion.

What corporate change at Criteo (CRTO) is linked to Damon Ryan’s July 2026 insider entries?
The entries are linked to Criteo’s conversion from a French public limited liability company to a Luxembourg public limited liability company. Each French Criteo share and related equity award continued one-for-one as an equivalent in Lux Criteo.

How were Criteo (CRTO) ADSs affected for holders like Damon Ryan in the conversion?
Footnotes state that each American Depositary Share (ADS) represented one Ordinary Share and was mandatorily exchanged for one Ordinary Share of the Luxembourg company. This maintained a one-for-one relationship between ADSs and underlying Ordinary Shares through the conversion.
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*
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
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)173,943D$0(2)0D
Ordinary Shares07/29/2026A(2)173,943A$0(2)173,943(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 Damon07/29/2026
** 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