Statement of Changes in Beneficial Ownership (Form 4)

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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(Print or Type Responses)

1. Name and Address of Reporting Person * TEUNISSEN ERNST 02494 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O CRITEO LEGAL DEPT., 387 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 07/29/2026 (Street) NEW YORK, NY 10016 4. If Amendment, Date Original Filed (Month/Day/Year) 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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) 07/29/2026 D(2) 12,471 D $ 0 (2) 0 D Ordinary Shares 07/29/2026 A(2) 12,471 A $ 0 (2) 12,471(3)(4) D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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
TEUNISSEN ERNST 02494 C/O CRITEO LEGAL DEPT. 387 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY 10016	X

Signatures

/s/ Ryan Damon, as attorney-in-fact for Ernst Teunissen		07/29/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Prior 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.
(2)	On 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.
(3)	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.
(4)	The number of securities beneficially owned following the previously reported transaction was inadvertently understated by three shares due to a rounding error. This filing corrects the beneficial ownership amount to reflect the Reporting Person's actual holdings.

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