Criteo (CRTO) CFO’s tax sale covers equity award

Rhea-AI Filing Summary

Criteo S.A. (CRTO) reported an insider transaction by Chief Financial Officer Connor McGogney. On 2026-08-24, McGogney had 671 Ordinary Shares sold at $17.37 per share. A footnote states these shares were automatically sold to cover tax withholding obligations from the settlement of a previously reported equity award, leaving McGogney with 185,887 Ordinary Shares held directly.

Insider Trade Summary

Net Seller: 671 shares

Net Sell 1 txn

Insider McGogney Connor

Role Chief Financial Officer

Sold 671 shs ($12K)

Type	Security	Shares	Price	Value
Sale	Ordinary Shares F1	671	$17.37	$12K

Holdings After Transaction: Ordinary Shares — 185,887 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

Ordinary Shares sold: 671 shares Sale price per share: $17.37 per share Shares owned after transaction: 185,887 shares

3 metrics

Ordinary Shares sold 671 shares Non-derivative sale reported for 2026-08-24

Sale price per share $17.37 per share Price for the 671 Ordinary Shares sold

Shares owned after transaction 185,887 shares Total Ordinary Shares directly owned by the CFO following the sale

Key Terms

tax withholding obligations, previously-reported security award, non-derivative

3 terms

tax withholding obligations financial

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

previously-reported security award financial

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

non-derivative financial

"transaction_type": "non-derivative""

FAQ

What insider transaction did CRTO report for Connor McGogney?

Criteo S.A. reported that CFO Connor McGogney had 671 Ordinary Shares sold on 2026-08-24 at $17.37 per share. A footnote explains the sale was automatic to fund tax withholding obligations from the settlement of a previously reported equity award.

How many Criteo (CRTO) shares did the CFO sell and at what price?

The CFO had 671 Ordinary Shares of Criteo sold at a price of $17.37 per share. The transaction is coded as a sale of non-derivative securities, with the price reported on a per-share basis.

Why were the CRTO shares sold in this Form 4 filing?

The filing states the shares were automatically sold on the reporting person’s behalf to fund tax withholding obligations arising from the settlement of a previously reported security award, indicating a tax-related sale rather than a discretionary open-market liquidation.

How many CRTO shares does the CFO hold after this transaction?

After the reported sale, CFO Connor McGogney holds 185,887 Ordinary Shares of Criteo directly. This figure is disclosed as the total shares beneficially owned following the transaction in the Form 4 data.

Was the CRTO insider sale made under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, and there is no footnote indicating a Rule 10b5-1 plan. The footnote instead explains the transaction as an automatic sale to satisfy tax withholding obligations from an equity award settlement.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/25/2026 - 04:04 PM Accepted by SEC EDGAR 08/25/2026 - 04:04 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)
08/24/2026

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	08/24/2026		S(1)		671	D	$17.37	185,887	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	08/25/2026
	** 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)