Criteo CFO sells 258 shares for tax withholding

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported that its Chief Financial Officer, Connor McGogney, sold 258 Ordinary Shares on 2026-08-28 at $17.28 per share. According to the filing, these shares were automatically sold to fund tax withholding obligations from the settlement of a prior equity award. After this transaction, McGogney directly holds 185,629 Ordinary Shares.

Insider Trade Summary

Net Seller: 258 shares

Net Sell 1 txn

Insider McGogney Connor

Role Chief Financial Officer

Sold 258 shs ($4K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1	258	$17.28	$4K

Holdings After Transaction: Ordinary Shares — 185,629 shares (Direct)

Footnotes (1)

1. F1. These securities were automatically sold on the Reporting Person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.

Key Figures

Shares Sold: 258 Ordinary Shares Sale Price per Share: $17.28 per share Shares Owned After Transaction: 185,629 Ordinary Shares

3 metrics

Shares Sold 258 Ordinary Shares Sale by CFO Connor McGogney on 2026-08-28

Sale Price per Share $17.28 per share Price for 258 Ordinary Shares sold on 2026-08-28

Shares Owned After Transaction 185,629 Ordinary Shares Direct holdings of CFO Connor McGogney following the sale

Key Terms

Ordinary Shares, tax withholding obligations, previously-reported security award

3 terms

Ordinary Shares financial

"security_title: "Ordinary Shares""

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.

tax withholding obligations financial

"sold on the Reporting Person's behalf to fund tax withholding obligations"

previously-reported security award financial

"arising from the settlement of a previously-reported security award"

FAQ

What insider transaction did Criteo (CRTO) disclose for Connor McGogney?

Criteo (CRTO) disclosed that CFO Connor McGogney sold 258 Ordinary Shares on 2026-08-28 at $17.28 per share. The shares were automatically sold to cover tax withholding obligations from the settlement of a previously reported equity award.

How many Criteo (CRTO) shares does the CFO hold after this Form 4 transaction?

After the reported transaction, Criteo’s CFO Connor McGogney directly holds 185,629 Ordinary Shares. This figure is stated as the total direct ownership following the sale used to fund tax withholding obligations.

What was the purpose of the insider share sale reported by Criteo (CRTO)?

The filing states the 258 shares sold by Criteo’s CFO were automatically sold on his behalf to fund tax withholding obligations arising from the settlement of a previously reported security award, rather than a discretionary sale for investment purposes.

What price was received in the Criteo (CRTO) insider sale on 2026-08-28?

In the 2026-08-28 transaction, Criteo’s CFO sold 258 Ordinary Shares at a price of $17.28 per share. The filing identifies this as a sale in the open market or a private transaction, executed to cover tax withholding obligations.

Was the Criteo (CRTO) insider transaction related to options or an equity award?

Yes. The filing explains the 258-share sale was to fund tax withholding obligations from the settlement of a previously reported security award, indicating it was tied to an equity-based compensation award rather than a standalone market trade.

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Available on EDGAR 08/31/2026 - 04:03 PM Accepted by SEC EDGAR 08/31/2026 - 04:02 PM 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^*

McGogney Connor

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2026

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	08/28/2026		S(1)		258	D	$17.28	185,629	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. These securities were automatically sold on the Reporting Person's behalf to fund tax withholding obligations arising from the settlement of a previously-reported security award.

Remarks:

	/s/ Richard van 't Hof, as attorney-in-fact for Connor McGogney	08/31/2026
	** 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)