Form 4: Criteo S.A. Chief Legal Officer Damon Ryan Reports Stock Sales to Cover Tax Obligations

Criteo's Chief Legal Officer, Damon Ryan, sold shares to cover tax withholding obligations and pursuant to a pre-arranged Rule 10b5-1 trading plan.

Summary

• On February 25, 2025, Damon Ryan, Chief Legal Officer of Criteo S.A., sold 1,649 ordinary shares at $40.11 and 14,282 ordinary shares at $40.3.
• On February 26, 2025, Ryan sold 22,986 ordinary shares at $40.01.
• These sales were executed to cover tax withholding obligations and under a pre-arranged Rule 10b5-1 trading plan.
• Following these transactions, Ryan directly owns 76,729 ordinary shares.
• The sales were conducted according to a trading schedule established when the trading plan was adopted during an open trading window, adhering to Criteo's Insider Trading Policy.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The filing simply reports stock sales for tax purposes under a pre-arranged plan, which is a routine activity.

Positives

• The sales were conducted under a pre-arranged Rule 10b5-1 trading plan, indicating transparency and compliance with insider trading regulations.
• The trading plan was adopted during an open trading window, adhering to Criteo's Insider Trading Policy.

Industry Context

Sales by company insiders are common and often related to compensation or tax obligations. The use of a 10b5-1 trading plan is a standard practice to avoid accusations of trading on inside information.

Comparison to Industry Standards

• Rule 10b5-1 trading plans are a common practice among executives at publicly traded companies, including those in the tech industry like Criteo, to manage stock sales in compliance with insider trading laws.
• Companies like Alphabet (Google), Meta (Facebook), and Amazon also see similar filings from their executives related to stock sales for tax purposes or diversification strategies.
• The volume of shares sold and the prices obtained are within typical ranges for executive stock transactions in comparable companies.

Stakeholder Impact

• The stock sales could have a minor impact on shareholders due to the increased supply of shares in the market, but the effect is likely minimal given the relatively small volume of shares sold compared to the company's overall market capitalization.

Key Dates