Criteo (CRTO) CFO receives new performance-based share awards

Rhea-AI Filing Summary

Criteo S.A. reported that Chief Financial Officer Sarah JS Glickman acquired ordinary shares through equity awards, with no cash paid per share. On February 26, 2026, 17,284 shares became eligible for time-based vesting from performance-based stock units granted on February 28, 2025. Two thirds of these shares will vest on the two-year anniversary of that grant date, and the remainder on the three-year anniversary.

On the same date, 4,915 additional shares became eligible for time-based vesting from a performance-based stock unit grant made on March 1, 2024. These 4,915 shares are scheduled to vest on the two-year anniversary of that earlier grant. Following these acquisitions, Glickman directly owned 371,089 ordinary shares. The ordinary shares may be represented by American Depositary Shares, each currently representing one ordinary share.

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

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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^*

Glickman Sarah JS

(Last) (First) (Middle)

C/O CRITEO LEGAL DEPT.

387 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK NY 10016

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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

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

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(1)	02/26/2026		A		17,284(2)	A	$0	366,174(3)	D
Ordinary Shares(1)	02/26/2026		A		4,915(4)	A	$0	371,089(3)	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 Ordinary Shares may be represented by American Depositary Shares, each of which currently represents one Ordinary Share.

2. On February 28, 2025, the Reporting Person was granted performance-based stock units representing 24,343 shares of the Issuer at the target performance level, which would become eligible to vest based on the achievement of performance goals. On February 26, 2026, the achievement percentage was determined, resulting in 17,284 shares becoming eligible to time-based vesting as follows: two thirds of the shares will vest on the two year anniversary of the grant date, and the remainder of the shares will vest on the three year anniversary of the grant date.

3. 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.

4. On March 1, 2024, the Reporting Person was granted performance-based stock units representing 29,788 shares of the Issuer at the target performance level, with 50% of the units eligible to vest over a two-year performance period and 50% over a three-year performance period. On February 26, 2026, the achievement percentage of the first, two-year performance tranche covering 14,894 shares was determined, resulting in 4,915 shares becoming eligible to time-based vesting on the two year anniversary of the grant date.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Sarah Glickman	03/02/2026
	** 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).
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FAQ

What did Criteo (CRTO) disclose about its CFO’s recent equity awards?

Criteo disclosed that CFO Sarah JS Glickman acquired ordinary shares at no cost through equity awards on February 26, 2026. These came from performance-based stock units that achieved set goals and converted into time-based vesting shares on specific future anniversaries.

How many Criteo (CRTO) shares became eligible to vest for the CFO on February 26, 2026?

On February 26, 2026, 17,284 shares from a 2025 performance-based grant and 4,915 shares from a 2024 grant became eligible for time-based vesting. These amounts reflect achieved performance targets for the respective performance-based stock unit awards.

What are the vesting schedules for the new Criteo (CRTO) CFO share awards?

For the 2025 grant, two thirds of the 17,284 shares vest on the two-year anniversary and the remainder on the three-year anniversary of the grant date. The 4,915 shares from the 2024 grant vest on the two-year anniversary of that earlier grant.

How many Criteo (CRTO) shares does the CFO hold after these transactions?

After the February 26, 2026 equity award transactions, CFO Sarah JS Glickman directly owned 371,089 ordinary shares. This total reflects the reported holdings following the performance-based stock units becoming eligible for time-based vesting, as disclosed in the filing.

Are Criteo (CRTO) CFO share awards given as cash purchases or at no cost?

The reported CFO equity awards were granted at a price of $0.0000 per share, meaning no cash purchase was involved. The shares stem from performance-based stock units that convert into time-based vesting shares once specified performance goals are achieved.

How are Criteo (CRTO) ordinary shares related to its American Depositary Shares (ADS)?

Criteo states that its ordinary shares may be represented by American Depositary Shares, with each ADS currently representing one ordinary share. This one-to-one relationship links the equity awards in ordinary shares to their potential ADS representation in U.S. markets.