Criteo S.A.·4

Jul 29, 4:01 PM ET

Lalleman Marie 4

4 · Criteo S.A. · Filed Jul 29, 2026

Research Summary

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Criteo (CRTO) Director Marie Lalleman Exchanges 42,736 Shares

What Happened
Marie Lalleman, a director of Criteo S.A. (CRTO), recorded a simultaneous disposition and acquisition of 42,736 shares on July 29, 2026. The Form 4 shows a disposition to the issuer (D) of 42,736 shares at $0.00 and an acquisition (A) of 42,736 shares at $0.00, for a net cash value of $0. These entries reflect an administrative exchange related to the company’s corporate conversion rather than a market sale or a cash purchase.

Key Details

  • Transaction date: July 29, 2026.
  • Disposition: 42,736 shares to issuer at $0.00.
  • Acquisition: 42,736 shares from issuer at $0.00.
  • Shares owned after transaction: Not specified in this Form 4 (see issuer proxy per footnote F3).
  • Notable footnotes: F1–F2 explain that ADSs (American Depositary Shares) were mandatorily exchanged one-for-one into Ordinary Shares and that French Criteo converted into a Luxembourg public company (Lux Criteo); awards and options continued on a one-for-one basis. F3 directs to the company’s most recent definitive proxy for full holdings.
  • Filing timeliness: No late filing is indicated on the Form 4.

Context
This filing records a corporate conversion event (French Criteo → Lux Criteo) and an administrative exchange of share instruments (including any ADS-represented shares) into the continuing Lux Criteo ordinary shares. Because no cash changed hands, these entries do not signal a buy or sell decision by the director — they document the technical swap of securities following the conversion.

Insider Transaction Report

Form 4
Period: 2026-07-29
Transactions
  • Disposition to Issuer

    Ordinary Shares

    [F1][F2]
    2026-07-2942,7360 total
  • Award

    Ordinary Shares

    [F2][F3]
    2026-07-29+42,73642,736 total
Footnotes (3)
  • [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.
  • [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.
  • [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.
Signature
/s/ Ryan Damon, as attorney-in-fact for Marie Lalleman|2026-07-29

Documents

1 file
  • 4
    wk-form4_1785355311.xmlPrimary

    FORM 4