Damon Ryan 4

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.