Criteo CFO awarded 23,090 restricted shares

McGogney Connor reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

McGogney Connor reported acquisition or exercise transactions in this Form 4 filing.

Criteo S.A. reported that Chief Financial Officer Connor McGogney received a grant of 23,090 Ordinary Shares on August 10, 2026. The award is subject to time-based vesting: 25% vests on the one-year anniversary of the grant date, with the remaining shares vesting in equal quarterly installments over the following 36 months. After this award, McGogney directly holds 186,558 Ordinary Shares.

Insider Trade Summary

Grant/Award: 23,090 shares

Grant/Award 1 txn

Insider McGogney Connor

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares F1	23,090	$0.00	$0.00

Holdings After Transaction: Ordinary Shares — 186,558 shares (Direct)

Footnotes (1)

1. F1. The shares are subject to time-based vesting as follows: 25% of the shares will vest on the one (1) year anniversary of the grant date, and the remainder of the shares will vest in equal portions at the end of each quarter over the subsequent thirty-six (36) month period.

Key Figures

Shares granted: 23,090 Ordinary Shares Post-award holdings: 186,558 Ordinary Shares Initial vesting portion: 25% +2 more

5 metrics

Shares granted 23,090 Ordinary Shares Equity award to CFO on August 10, 2026

Post-award holdings 186,558 Ordinary Shares CFO direct ownership after the grant

Initial vesting portion 25% Portion of shares vesting one year after grant date

Subsequent vesting period 36 months Remaining shares vest quarterly over this period

Reported price per share $0.0000 Grant of Ordinary Shares with no purchase price

Key Terms

time-based vesting, grant date, anniversary of the grant date, quarter

4 terms

time-based vesting financial

"The shares are subject to time-based vesting as follows: 25% of the shares"

Time-based vesting is a schedule that gives employees or contractors ownership of granted stock or options gradually as they remain with a company, like unlocking rewards in a loyalty program the longer you stick around. For investors, it matters because it affects future share supply, management incentives and staff retention — all of which can influence company performance and dilution of existing shareholders.

grant date financial

"25% of the shares will vest on the one (1) year anniversary of the grant date"

The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

anniversary of the grant date financial

"will vest on the one (1) year anniversary of the grant date"

quarter financial

"remainder of the shares will vest in equal portions at the end of each quarter"

FAQ

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

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

Criteo disclosed that CFO Connor McGogney received a grant of 23,090 Ordinary Shares on August 10, 2026. The shares are a time-based equity award rather than an open-market purchase or sale.

How many Criteo (CRTO) shares does the CFO hold after this grant?

Following the award, CFO Connor McGogney directly holds 186,558 Ordinary Shares of Criteo. This figure reflects his post-transaction holdings as reported in the Form 4 filing.

What is the vesting schedule for the 23,090 Criteo (CRTO) shares granted to the CFO?

The 23,090 Ordinary Shares are subject to time-based vesting: 25% vests one year after the grant date, and the remaining 75% vests in equal quarterly installments over the next 36 months.

Did the Criteo (CRTO) CFO pay a price per share for this equity award?

The reported transaction lists a price per share of $0.0000, indicating it is a grant or award of Ordinary Shares, not a market purchase. It is categorized as a grant/award acquisition in the filing.

Is the Criteo (CRTO) CFO’s new share grant linked to a 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not marked as an affirmative plan, and the grant is coded as an “A” (award). It is presented as a compensation-related equity award, not a trading-plan transaction.

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

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Available on EDGAR 08/12/2026 - 04:12 PM Accepted by SEC EDGAR 08/12/2026 - 04:11 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)
08/10/2026

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	08/10/2026		A		23,090(1)	A	$0	186,558	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 shares are subject to time-based vesting as follows: 25% of the shares will vest on the one (1) year anniversary of the grant date, and the remainder of the shares will vest in equal portions at the end of each quarter over the subsequent thirty-six (36) month period.

Remarks:

	/s/ Richard van 't Hof, as attorney-in-fact for Connor McGogney	08/12/2026
	** 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)