Form 4: Criteo Legal Officer Sells Shares for Tax Obligations

Criteo's Chief Legal Officer, Ryan Damon, sold 3,394 ordinary shares at $19.51 each to cover tax withholding obligations related to a security award.

Summary

• Ryan Damon, Chief Legal Officer of Criteo S.A. (CRTO), reported a transaction involving the company's ordinary shares.
• On November 24, 2025, Damon disposed of 3,394 ordinary shares at a price of $19.51 per share.
• The sale was executed to fund tax withholding obligations arising from the settlement of a previously reported security award.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-planned, non-discretionary sale.
• Following this transaction, Ryan Damon beneficially owns 117,508 ordinary shares.
• Ordinary Shares may be represented by American Depositary Shares (ADS), with each ADS representing one Ordinary Share.

Sentiment

Score: 5

Explanation: The sentiment is neutral. The transaction is a routine, non-discretionary sale for tax purposes, which is a common occurrence for executives receiving equity compensation. It does not reflect a change in management's outlook or company fundamentals.

Positives

• The transaction was conducted under a Rule 10b5-1(c) plan, which suggests a pre-planned, non-discretionary sale, reducing concerns about insider sentiment.
• The sale was for tax withholding obligations, a routine event for executive compensation, rather than a discretionary sale indicating a lack of confidence.
• Ryan Damon retains a substantial beneficial ownership of 117,508 shares in Criteo S.A. following the transaction, maintaining significant alignment with shareholder interests.

Negatives

• The transaction resulted in a reduction of 3,394 ordinary shares from insider ownership, which, while for tax purposes, technically decreases direct insider alignment.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• The 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.

Industry Context

This insider transaction is a routine event related to executive compensation and tax obligations, common across all industries for publicly traded companies. It does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: A minor reduction in insider ownership, but for a non-discretionary reason (tax obligations), which typically has minimal impact on shareholder confidence.
• Employees: No direct impact on general employees, as this relates to executive compensation and tax planning.

Next Steps

• For more information about the equity of the Issuer held by the Reporting Person, refer to the Issuer's most recent definitive proxy statement filed with the Securities and Exchange Commission.

Key Dates

Keywords

Criteo, CRTO, Insider Transaction, Form 4, Share Sale, Executive Compensation, Tax Withholding, Rule 10b5-1