Criteo S.A. — Director's Dealing 2024

May 23, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Criteo S.A. (CRTO)
CIK: 0001576427
Period of Report: 2024-05-13

Reporting Person: Hufnagel Till (N/A)
Reporting Person: Umek Klaus (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-05-13	Ordinary Shares	S	10650	$37.8134	Disposed	1771425	Indirect
2024-05-14	Ordinary Shares	P	6000	$37.6674	Acquired	1777425	Indirect
2024-05-14	Ordinary Shares	S	15405	$37.7515	Disposed	1762020	Indirect
2024-05-15	Ordinary Shares	S	1205	$37.4793	Disposed	1760815	Indirect
2024-05-16	Ordinary Shares	S	1540	$37.0721	Disposed	1759275	Indirect
2024-05-17	Ordinary Shares	S	72000	$36.2978	Disposed	1687275	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-05-16	Call Option (right to buy)	$35	S	550	Disposed	2024-05-17	Ordinary Shares (55000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Ordinary Shares	185561	Direct
Ordinary Shares	85132	Direct

Footnotes

F1: The securities reported herein are held in the form of American Depositary Shares ("ADS"), or options to acquire ADS, of the Issuer. Each ADS represents one Ordinary Share of the Issuer.

F2: These securities are held directly by the investment vehicles and managed accounts for which Petrus Advisers Ltd. ("Petrus") serves as investment manager or portfolio adviser. Till Hufnagel serves as partner of Petrus, and Klaus Umek serves as the managing partner of Petrus.

F3: The Reporting Persons disclaim beneficial ownership of these securities, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

F4: The transaction was executed in multiple trades in prices ranging from $37.80 to $37.90, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F5: The transaction was executed in multiple trades in prices ranging from $37.49 to $37.77, inclusive. The price reported in Column 4 above reflects the weighted average purchase price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares purchased at each respective price within the range set forth in this footnote.

F6: The transaction was executed in multiple trades in prices ranging from $37.745 to $37.84, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F7: The transaction was executed in multiple trades in prices ranging from $37.45 to $37.50, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F8: The transaction was executed in multiple trades in prices ranging from $36.92 to $37.20, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F9: The transaction was executed in multiple trades in prices ranging from $36.29 to $36.79, inclusive. The price reported in Column 4 above reflects the weighted average sale price. The Reporting Persons hereby undertake to provide to the Securities and Exchange Commission staff, the Issuer, or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

F10: The purchases of an aggregate 6,000 shares on May 14, 2024 reported herein were matchable under Section 16(b) of the Exchange Act with the sales of an aggregate 6,000 shares reported herein. The Reporting Persons have notified the Issuer regarding prompt payment of short swing profits resulting from the reported transactions calculated in accordance with Section 16(b) of the Exchange Act.

F11: These options are currently exercisable.

F12: These securities are held directly by Till Hufnagel. Mr. Umek has no beneficial ownership or pecuniary interest in such securities.

F13: These securities are held directly by Klaus Umek. Mr. Hufnagel has no beneficial ownership or pecuniary interest in such securities.