Criteo (NASDAQ: CRTO) CEO plans tax-withholding sale tied to equity awards

Rhea-AI Filing Summary

Criteo S.A. (CRTO) received a Form 144 notice from Chief Executive Officer Michael Komasinski covering a planned sale of 1,656 ordinary shares through Citigroup Global Markets Inc. on NASDAQ around August 28, 2026, with an indicated aggregate market value of $28,615.51 and 48,997,559 shares outstanding.

The shares relate to restricted stock units vesting, with 3,228 securities acquired as compensation, and the filing states the securities were automatically sold to cover tax withholding obligations arising from the vesting and settlement of equity awards. The filing also notes a prior sale of 15,559 shares on August 6, 2026 for $268,006.89.

Key Figures

Shares to be sold: 1,656 ordinary shares Aggregate market value of planned sale: $28,615.51 Shares outstanding: 48,997,559 shares +5 more

8 metrics

Shares to be sold 1,656 ordinary shares Number of Criteo S.A. shares covered by the Form 144 sale

Aggregate market value of planned sale $28,615.51 Value of 1,656 shares to be sold as reported in the Form 144

Shares outstanding 48,997,559 shares Ordinary shares of Criteo S.A. outstanding referenced in the filing

Prior shares sold in past 3 months 15,559 shares Ordinary shares sold on August 6, 2026 by Michael Komasinski

Aggregate amount of prior sale $268,006.89 Total consideration for the 15,559 shares sold on August 6, 2026

Indicative market price 17.2799 Price used as the indicative market price for the Form 144 calculation

Restricted stock units acquired 3,228 securities Amount of securities acquired as compensation related to the vesting

Date of Notice 08/28/2026 Date the Form 144 notice was signed and filed

Key Terms

Rule 144, restricted stock units, aggregate market value, 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 | 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.

aggregate market value financial

"| 1656 | 28615.51 | 48997559 | 08/28/2026 |"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

tax withholding obligations financial

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

indicative market price financial

"BASED ON INDICATIVE MARKET PRICE OF 17.2799."

FAQ

What does the Form 144 filing by CRTO CEO Michael Komasinski report?

It reports a planned sale of 1,656 Criteo S.A. (CRTO) ordinary shares through Citigroup Global Markets Inc. on NASDAQ around August 28, 2026, tied to restricted stock units vesting and described as an automatic sale to cover tax withholding obligations on equity awards.

How many CRTO shares is the CEO planning to sell under this Form 144?

The Form 144 covers a planned sale of 1,656 ordinary shares of Criteo S.A. The filing lists an aggregate market value of $28,615.51 for these shares and indicates that the approximate date of sale is August 28, 2026.

What prior CRTO share sales by Michael Komasinski are disclosed?

The filing discloses that on August 6, 2026, Michael Komasinski sold 15,559 ordinary shares of Criteo S.A. for an aggregate price of $268,006.89 during the past three months.

How many CRTO shares are shown as outstanding in this Form 144?

The Form 144 lists 48,997,559 ordinary shares of Criteo S.A. as shares outstanding in the securities information section, providing context for the size of the reported sale.

What is the nature of the CRTO securities underlying the planned sale?

The securities are ordinary shares of Criteo S.A. related to restricted stock units vesting. The filing notes that 3,228 securities were acquired as compensation, and that the reported sale is to cover tax withholding obligations from the vesting and settlement of equity awards.

What price reference is given for the CRTO Form 144 transaction?

The remarks state that the securities information is based on an indicative market price of 17.2799, which is used to determine the aggregate market value of $28,615.51 for the 1,656 ordinary shares covered by the planned sale.

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

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Available on EDGAR 08/28/2026 - 04:07 PM Accepted by SEC EDGAR 08/28/2026 - 04:06 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	0002056554
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	Komasinski Michael
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 EXECUTIVE 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 INC 390 GREENWICH STREET NEW YORK NY 10013	1656	28615.51	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.			3228	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
Komasinski Michael 5 PLACE DE LA GARE LUXEMBOURG N4 L-1616	ORDINARY SHARES	08/06/2026	15559	268006.89

144: Remarks and Signature

Remarks	UNDER SECURITIES TO BE SOLD DATE ACQUIRED FEBRUARY 28,2025 SECTION 3 D BASED ON INDICATIVE MARKET PRICE OF 17.2799. THESE SECURITIES WERE AUTOMATICALLY SOLD TO COVER 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)