SEC Form 4 · accession 0001628280-26-050586
Criteo S.A. · CRTO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ryan Damon
Officer — Chief Legal Officer
Period of report
Jul 29, 2026
Accepted (ET)
Jul 29, 2026 · 4:02 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001576427
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF1,F2 | Jul 29, 2026 | D | 173,943 | $0.00 | D | 0 | D | |
| Ordinary SharesF2,F3 | Jul 29, 2026 | A | 173,943 | $0.00 | A | 173,943 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Prior 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.
- F2On 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.
- F3For 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.