Damon Ryan 4

4 · Criteo S.A. · Filed Mar 2, 2026

AI-generated summary of this filing

Updated Mar 2, 2026

Criteo (CRTO) CLO Damon Ryan Receives Stock Award

What Happened

Damon Ryan, Chief Legal Officer of Criteo S.A., was awarded a total of 17,258 ordinary shares (granted as stock units) that became eligible to vest as of Feb 26, 2026. The awards were reported as grants/acquisitions at $0.00 per share (no cash paid).
The awards break down to 13,093 shares from a 2025 performance grant and 4,165 shares from a 2024 performance grant. Total reported value on the Form 4 is $0 because these are equity awards, not cash purchases.

Key Details

Transaction date: February 26, 2026; Report filed: March 2, 2026 (timely within the two business‑day Form 4 window).
Price: $0.00 per share (award/grant); Total shares reported: 13,093 and 4,165 (17,258 combined).
Shares owned after the transaction: not specified in this Form 4; the filing refers investors to the issuer’s most recent proxy statement for total holdings.
Notable footnotes:
- F1: Ordinary Shares may be represented by American Depositary Shares (ADSs).
- F2: The 13,093 shares arose from a Feb 28, 2025 performance-based PSU award; achievement percentage converted those units to time‑based vesting (two‑thirds vest on the two‑year anniversary of the grant, remainder on the three‑year anniversary).
- F4: The 4,165 shares arose from the two‑year tranche of a Mar 1, 2024 performance PSU award that became eligible to vest on the two‑year anniversary.
- F3: For fuller detail on the reporting person’s total equity holdings, see the issuer’s latest definitive proxy filing.

Context

These were not market purchases or sales but performance-based PSU awards that were converted to time‑based vesting based on achievement of performance goals — common compensation mechanics for executives. Awards do not represent an immediate cash outlay by the insider and are not the same as open‑market buying or selling.
The filing appears timely (filed March 2, 2026 for a Feb 26, 2026 event). For complete ownership and potential future vesting dates, consult the company’s proxy and the footnotes in the Form 4.

Form 4

Period: 2026-02-26

Chief Legal Officer

Transactions

Footnotes (4)

[F1]The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share.
[F2]On February 28, 2025, the Reporting Person was granted performance-based stock units representing 18,441 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 26, 2026, the achievement percentage was determined, resulting in 13,093 shares becoming eligible to time-based vesting as follows: two thirds of the shares will vest on the two year anniversary of the grant date, and the remainder of the shares will vest on the three year anniversary of the grant date.
[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.
[F4]On March 1, 2024, the Reporting Person was granted performance-based stock units representing 25,244 shares of the Issuer at the target performance level, with 50% of the units eligible to vest over a two-year performance period and 50% over a three-year performance period. On February 26, 2026, the achievement percentage of the first, two-year performance tranche covering 12,622 shares was determined, resulting in 4,165 shares becoming eligible to time-based vesting on the two year anniversary of the grant date.

Signature

/s/Ryan Damon|2026-03-02

1 file