Criteo director buys 6,200 shares at $17.72

Jay’s Aug. 31, 2026 buy was funded through Criteo’s director compensation plan with a time-based holding commitment and no Rule 10b5-1 plan reported.

Rhea-AI Filing Summary

Criteo S.A. (CRTO) director Stefanie Jay reported an acquisition of 6,200 Ordinary Shares on August 31, 2026, at a reported price of $17.72 per share, bringing her directly held position to 10,644 shares. The acquisition was made using additional remuneration under Criteo’s independent director compensation program, which must be used within a set period to purchase company securities on the open market and is subject to a time-based shareholding commitment agreed to by the director. No Rule 10b5-1 trading plan is reported for this transaction.

Insider Trade Summary

Grant/Award: 6,200 shares

Grant/Award 1 txn

Insider Jay Stefanie

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares F1, F2	6,200	$17.72	$110K

Holdings After Transaction: Ordinary Shares — 10,644 shares (Direct)

Footnotes (2)

1. F1. The Reporting Person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the Reporting Person.
2. F2. 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.

Key Figures

Shares acquired: 6,200 shares Transaction price per share: $17.72 per share Shares held after transaction: 10,644 shares

3 metrics

Shares acquired 6,200 shares Ordinary Shares acquired by director on August 31, 2026

Transaction price per share $17.72 per share Reported price for the 6,200 Ordinary Shares acquired on August 31, 2026

Shares held after transaction 10,644 shares Total directly held Ordinary Shares by the director following the August 31, 2026 acquisition

Key Terms

independent director compensation program, time-based shareholding commitment, open market

3 terms

independent director compensation program financial

"As part of its independent director compensation program, the Issuer annually pays"

time-based shareholding commitment financial

"These securities are subject to a time-based shareholding commitment agreed"

open market financial

"must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market"

An open market is a system where buying and selling of goods, services, or financial assets happen freely without restrictions or special controls. For investors, it means they can trade assets easily and quickly, which helps determine fair prices based on supply and demand. This environment encourages transparency and competition, making it easier to buy or sell with confidence.

FAQ

What insider transaction did Criteo S.A. (CRTO) disclose in this Form 4?

The filing reports that director Stefanie Jay acquired 6,200 Ordinary Shares of Criteo S.A. on August 31, 2026, in a grant, award, or other acquisition transaction categorized as a compensation-related acquisition.

At what price did the Criteo (CRTO) director acquire the 6,200 shares?

The reported transaction price for the 6,200 Ordinary Shares acquired by director Stefanie Jay was $17.72 per share. The filing identifies this figure as a per-share transaction price for the August 31, 2026 acquisition.

How many Criteo (CRTO) shares does the director hold after this transaction?

After the August 31, 2026 acquisition, director Stefanie Jay is reported to directly hold 10,644 Ordinary Shares of Criteo S.A. This total includes the 6,200 shares acquired in the reported transaction.

Was the Criteo (CRTO) insider transaction made under a Rule 10b5-1 trading plan?

No. The Form 4 indicates that the Rule 10b5-1 checkbox is not marked, and there is no Rule 10b5-1 trading plan referenced in the transaction footnotes for the August 31, 2026 acquisition.

What is the nature of the compensation plan used in this Criteo (CRTO) Form 4 transaction?

The filing states that the securities were bought under an independent director compensation program. Criteo pays additional remuneration to non-employee directors, which must be used within a certain period to purchase company securities on the open market, subject to a time-based shareholding commitment.

Where can investors find more details on this Criteo (CRTO) director’s equity holdings?

The Form 4 notes that for more information about the equity of Criteo S.A. held by director Stefanie Jay, investors should consult Criteo’s most recent definitive proxy statement filed with the Securities and Exchange Commission.

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Available on EDGAR 09/02/2026 - 07:32 AM Accepted by SEC EDGAR 09/02/2026 - 07:32 AM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jay Stefanie

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NEW YORK 10016

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	08/31/2026		A(1)		6,200	A	$17.72	10,644(2)	D

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 Securities Underlying Derivative Security (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: 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

Explanation of Responses:

1. The Reporting Person purchased these securities in accordance with a compensation plan between the Issuer and members of its Board of Directors. As part of its independent director compensation program, the Issuer annually pays additional remuneration to its non-employee directors to facilitate their investment in Company securities. This additional remuneration must be used by the recipient, within a certain period of time, to purchase Issuer securities on the open market. These securities are subject to a time-based shareholding commitment agreed to by the Reporting Person.

2. 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.

Remarks:

	/s/ Richard van 't Hof, as attorney-in-fact for Stefanie Jay	09/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)