Criteo CFO plans $4.5K share sale for tax withholding

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reports that its Chief Financial Officer, Connor McGogney, has filed a notice under Rule 144 covering planned sales of ordinary shares. One entry lists 258 ordinary shares with an aggregate market value of $4,458.21 against 48,997,559 shares outstanding as of the notice. Another section ties the shares to restricted stock units vesting on February 28, 2025 that were granted as compensation.

The filing states that these securities were automatically sold to cover tax withholding obligations arising from equity award vesting and settlement. It also lists several ordinary‑share sales by Connor McGogney during the prior three months, each with the number of shares, dates, and dollar amounts disclosed.

Key Figures

Ordinary shares to be sold: 258 shares Aggregate market value of planned sale: $4,458.21 Ordinary shares outstanding: 48,997,559 shares +4 more

7 metrics

Ordinary shares to be sold 258 shares Planned Rule 144 sale entry

Aggregate market value of planned sale $4,458.21 Value associated with 258 ordinary shares

Ordinary shares outstanding 48,997,559 shares Shares outstanding referenced in Rule 144 notice

Restricted stock units vesting February 28, 2025 Vesting date associated with securities to be sold

Securities to be sold (compensation-related line) 707 shares Ordinary shares tied to RSUs vesting February 28, 2025

Recent sale on August 6, 2026 2,008 shares for $34,588.20 Ordinary shares sold by Connor McGogney

Indicative market price used $17.2799 per share Basis for Section 3(d) market value calculation

Key Terms

Rule 144, restricted stock units, tax withholding obligations, compensation

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"

compensation financial

"707 | 08/28/2026 | COMPENSATION"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Criteo S.A. (CRTO) disclose in this Form 144 filing?

Criteo S.A. discloses that Chief Financial Officer Connor McGogney filed a Rule 144 notice covering planned sales of ordinary shares, largely tied to equity awards. The filing details share amounts, market value, outstanding shares, and that the sales relate to tax withholding on vested awards.

How many Criteo (CRTO) shares are covered by the current Rule 144 sale notice?

One entry shows 258 ordinary shares to be sold with an aggregate market value of $4,458.21. Another table lists 707 ordinary shares associated with restricted stock units vesting on February 28, 2025, categorized as compensation-related securities to be sold.

What is the stated purpose of the Criteo (CRTO) insider share sales in this notice?

The filing states that the securities "were automatically sold to cover the tax withholding obligations arising from the vesting and settlement of equity awards." This links the sales directly to tax obligations from compensation-related restricted stock units.

How many Criteo (CRTO) shares are reported as outstanding in this Form 144?

The notice lists 48,997,559 ordinary shares outstanding in connection with the planned sale entry. This figure provides context for the relative size of the reported Rule 144 transaction compared with Criteo’s total outstanding ordinary shares.

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

The filing reports several ordinary‑share sales over the past three months, including 2,008 shares on August 6, 2026 for $34,588.20, 1,194 shares on July 24, 2026 for $24,314.50, and other smaller transactions with dates and proceeds listed.

On which market are the Criteo (CRTO) shares in this Form 144 expected to trade?

The notice identifies the NASDAQ as the securities exchange for the ordinary shares covered by the Rule 144 sale entry, indicating where the reported shares are expected to be sold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 04:09 PM EDT Accepted by SEC EDGAR 08/28/2026 - 04:08 PM EDT 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	258	4458.21	48997559	08/28/2026	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	02/28/2025	RESTRICTED STOCK UNITS VESTING	CRITEO S.A.			707	08/28/2026	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	34588.20
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

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED WAS FEBRUARY 28,2025. SECTION 3D BASED ON INDICATIVE MARKET PRICE OF $17.2799. THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER THE TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	08/28/2026
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)