Sec Form 4 Filing - Clarken Megan @ Criteo S.A. - 2024-02-22

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Clarken Megan 2. Issuer Name and Ticker or Trading Symbol Criteo S.A. [ CRTO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O CRITEO LEGAL DEPARTMENT, 387 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/22/2024 (Street) NEW YORK, NY10016 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Ordinary Shares ( 1 ) 02/22/2024 S( 2 ) 23,331 D $ 33.04 ( 3 ) 383,858 ( 4 ) D Ordinary Shares ( 1 ) 02/23/2024 A 130,454 ( 5 ) A $ 0 514,312 ( 4 ) D Ordinary Shares ( 1 ) 02/26/2024 S( 6 ) 36,675 D $ 32.69 477,637 ( 4 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clarken Megan C/O CRITEO LEGAL DEPARTMENT 387 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10016 X Chief Executive Officer Signatures /s/ Ryan Damon, as attorney-in-fact for Megan Clarken 02/26/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Ordinary Shares may be represented by American Depository Shares, each of which represents One Ordinary Share. ( 2 )The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan (the "Trading Plan") adopted by the reporting person. The sales are made in accordance with a trading schedule that is established at the time the Trading Plan is put in place. The reporting person entered into the Trading Plan during an open trading window of the issuer pursuant to its Insider Trading Policy. ( 3 )The reported price in Column 4 is a weighted average purchase price. These shares were purchased in multiple transactions at prices ranging from $33.00 to $33.115 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 4 )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 ("SEC"). ( 5 )On February 23, 2023, the Reporting Person was granted performance-based stock units representing 114,774 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 23, 2024, the achievement percentage was determined, resulting in 130,454 shares becoming eligible to time-based vesting as follows: 50% of the shares will vest on the two-year anniversary of the grant date, and the remainder will vest in equal portions at the end of each quarter during the two-year period thereafter. ( 6 )These securities were automatically sold on the reporting person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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