Criteo (NASDAQ: CRTO) CFO to sell 671 shares for tax withholding

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reports that its Chief Financial Officer, Connor McGogney, has filed a notice of proposed sale under Rule 144 covering 671 ordinary shares of Criteo to be sold through Citigroup Global Markets on NASDAQ around 08/24/2026. The filing notes that these shares relate to equity awards, with 1,847 ordinary shares having been acquired on 02/24/2023 through restricted stock units and performance stock units vesting, and that the shares are being automatically sold to satisfy tax withholding obligations arising from that vesting. The indicative market price used for the filing is $17.3702 per share, and Criteo states that 48,997,559 ordinary shares were outstanding. The notice also lists recent insider sales by McGogney over the prior three months.

Key Figures

Shares to be sold under Rule 144: 671 ordinary shares Aggregate market value of proposed sale: $11,655.40 Indicative market price: $17.3702 per share +4 more

7 metrics

Shares to be sold under Rule 144 671 ordinary shares Proposed sale by Connor McGogney around 08/24/2026 through Citigroup Global Markets

Aggregate market value of proposed sale $11,655.40 Value of 671 ordinary shares based on indicative market price

Indicative market price $17.3702 per share Section 3d based on indicative market price used in the notice

Shares outstanding 48,997,559 ordinary shares Criteo S.A. ordinary shares outstanding cited in the notice

Shares acquired from equity award vesting 1,847 ordinary shares Acquired on 02/24/2023 from restricted stock units and performance stock units vesting

Recent sale on 08/06/2026 2,008 ordinary shares for $34,588.21 Ordinary shares sold by Connor McGogney during the past three months

Recent sale on 07/24/2026 1,194 ordinary shares for $24,314.50 Ordinary shares sold by Connor McGogney during the past three months

Key Terms

Rule 144, restricted stock units, performance stock units, tax withholding obligations, +1 more

5 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 AND PERFORMANCE STOCK UNITS VESTING"

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.

performance stock units financial

"RESTRICTED STOCK UNITS VESTING AND PERFORMANCE STOCK UNITS VESTING"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

tax withholding obligations financial

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

ordinary shares financial

"ORDINARY SHARES | CITIGROUP GLOBAL MARKETS"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

FAQ

What does the Form 144 filing for Criteo S.A. (CRTO) disclose about Connor McGogney?

The filing states that Criteo’s Chief Financial Officer, Connor McGogney, has filed to sell 671 ordinary shares of Criteo S.A. under Rule 144 through Citigroup Global Markets around 08/24/2026, in connection with equity awards and related tax withholding obligations.

How many Criteo (CRTO) shares are covered by this Rule 144 notice?

The notice covers a proposed sale of 671 ordinary shares of Criteo S.A. The filing uses an indicative market price of $17.3702 per share to calculate the aggregate market value for Rule 144 purposes.

What is the origin of the Criteo (CRTO) shares being sold under this Form 144?

The filing explains that 1,847 ordinary shares were acquired on 02/24/2023 through restricted stock units vesting and performance stock units vesting, and that the reported shares are being automatically sold to cover tax withholding obligations from that vesting and settlement.

What does the Form 144 say about Criteo (CRTO) shares outstanding?

The notice states that Criteo S.A. had 48,997,559 ordinary shares outstanding, providing context for the size of the proposed Rule 144 sale relative to the company’s total share count.

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

The filing lists several sales of ordinary shares by Connor McGogney in the past three months, including 2,008 shares sold on 08/06/2026 for $34,588.21 and 1,194 shares sold on 07/24/2026 for $24,314.50.

What is the indicative market value of the Criteo (CRTO) shares in the Form 144 filing?

For the 671 ordinary shares covered by the notice, the filing shows an aggregate market value of $11,655.40, based on an indicative price of $17.3702 per share as referenced in the remarks section.

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Available on EDGAR 08/24/2026 - 04:01 PM Accepted by SEC EDGAR 08/24/2026 - 04:00 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	671	11655.40	48997559	08/24/2026	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	02/24/2023	RESTRICTED STOCK UNITS VESTING AND PERFORMANCE STOCK UNITS VESTING	CRITEO S.A.			1847	08/24/2026	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	05/26/2026	671	11445.12

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED WAS FEBRUARY 24, 2023. SECTION 3D BASED ON INDICATIVE MARKET PRICE OF $17.3702. THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER THE TAX WITHHOLDING OBLIGATIONS ARISING FROM THE VESTING AND SETTLEMENT OF EQUITY AWARDS
Date of Notice	08/24/2026
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)