Criteo CFO plans 758-share sale for tax withholding

Rhea-AI Filing Summary

Criteo S.A. (CRTO) executive Connor McGogney, Chief Financial Officer, filed a Rule 144 notice covering potential sales of ordinary shares on NASDAQ. The notice lists ordinary shares acquired through restricted stock units vesting on March 1, 2024, with 758 shares shown under securities to be sold. The filing states the shares are being automatically sold to cover tax withholding obligations from the vesting and settlement of equity awards, based on an indicative market price of $17.5004 per share.

The notice also reports several ordinary share sales during the prior three months by Connor McGogney, each with stated share counts, dates, and dollar amounts, reflecting ongoing equity-award-related activity.

Key Figures

Securities to be sold: 758 ordinary shares Indicative market price: $17.5004 per ordinary share Sale 1 – shares and proceeds: 2,008 ordinary shares; $34,588.21 +4 more

7 metrics

Securities to be sold 758 ordinary shares Restricted stock units vesting on March 1, 2024 shown in Securities To Be Sold

Indicative market price $17.5004 per ordinary share Used for Section 3(d) calculation in the Rule 144 notice

Sale 1 – shares and proceeds 2,008 ordinary shares; $34,588.21 Ordinary share sale on 08/06/2026 reported in past 3 months sales

Sale 2 – shares and proceeds 1,194 ordinary shares; $24,314.50 Ordinary share sale on 07/24/2026 reported in past 3 months sales

Sale 3 – shares and proceeds 671 ordinary shares; $11,665.40 Ordinary share sale on 08/24/2026 reported in past 3 months sales

Sale 4 – shares and proceeds 276 ordinary shares; $5,106.00 Ordinary share sale on 06/01/2026 reported in past 3 months sales

Sale 5 – shares and proceeds 258 ordinary shares; $4,458.21 Ordinary share sale on 08/28/2026 reported in past 3 months sales

Key Terms

Rule 144, restricted stock units, tax withholding obligations, indicative market price

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"RESTRICTED STOCK UNITS VESTING | CRITEO S.A."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER THE TAX WITHHOLDING OBLIGATIONS"

indicative market price financial

"SECTION 3D BASED ON INDICATIVE MARKET PRICE OF $17.5004."

FAQ

What did Criteo (CRTO) disclose in this Rule 144 notice?

Criteo reported that Chief Financial Officer Connor McGogney filed a Rule 144 notice for potential sales of ordinary shares on NASDAQ that were acquired from vested equity awards and are being sold to cover related tax withholding obligations.

How many Criteo (CRTO) shares are listed to be sold in this filing?

The Rule 144 section titled Securities To Be Sold shows 758 ordinary shares associated with restricted stock units that vested on March 1, 2024, with an approximate sale date indicated as September 1, 2026.

What is the stated purpose of the Criteo (CRTO) share sale by Connor McGogney?

The filing states that the securities “were automatically sold to cover the tax withholding obligations arising from the vesting and settlement of equity awards,” indicating the sales are for tax withholding rather than discretionary portfolio trading.

What indicative share price is referenced in the Criteo (CRTO) Rule 144 filing?

The remarks section notes that Section 3(d) is based on an indicative market price of $17.5004 per ordinary share, which is used in the calculation for this Rule 144 notice.

What prior Criteo (CRTO) share sales by Connor McGogney are disclosed?

The filing lists ordinary share sales during the past three months, including 2,008 shares on 08/06/2026 for $34,588.21, 1,194 shares on 07/24/2026 for $24,314.50, and additional smaller transactions with specified dates and amounts.

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Available on EDGAR 09/01/2026 - 04:08 PM Accepted by SEC EDGAR 09/01/2026 - 04:05 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0002148390
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Criteo S.A.
SEC File Number	001-36153
Address of Issuer	5 PLACE DE LA GARE LUXEMBOURG LUXEMBOURG L-1616
Phone	352 27866850
Name of Person for Whose Account the Securities are To Be Sold	McGogney Connor
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	CHIEF FINANCIAL OFFICER

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Ordinary Shares	CITIGROUP GLOBAL MARKETS 390 Greenwich St NEW YORK NY 10013	276	4830.11	48997559	09/01/2026	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
ORDINARY SHARES	03/01/2024	RESTRICTED STOCK UNITS VESTING	CRITEO S.A.			758	09/01/2026	COMPENSATION

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
CONNOR MCGOGNEY 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/06/2026	2008	34588.21
CONNOR MCGOGNEY 5 PLACE DE LA GARE LUXEMBORG N4 L-1616	ORDINARY SHARES	07/24/2026	1194	24314.50
CONNOR MCGOGNEY 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	06/01/2026	276	5106.00
CONNOR MCGOGNEY 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/24/2026	671	11665.40
CONNOR MCGOGNEY 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/28/2026	258	4458.21

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED WAS MARCH 1 2024. SECTION 3D BASED ON INDICATIVE MARKET PRICE OF $17.5004. THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER THE TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	09/01/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	CONFORMED SIGNATURE ON FILE
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)