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Criteo (CRTO) CEO updates equity in French–Luxembourg conversion

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Criteo S.A. reports that CEO Michael Komasinski recorded a disposition to the issuer of 361,106 Ordinary Shares and a matching grant of 361,106 Ordinary Shares on July 29 2026, each at 0.0000 per share, in connection with a corporate conversion.

On that date Criteo completed a shareholder-approved conversion from a French to a Luxembourg public limited liability company. Each Ordinary Share, including those represented by ADSs, and each related equity award continued on a one-for-one basis, with rights unchanged apart from now referencing Luxembourg shares.

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Insider Komasinski Michael
Role CEO
Type Security Shares Price Value
Disposition Ordinary Shares F1, F2 361,106 $0.00 $0.00
Grant/Award Ordinary Shares F2, F3 361,106 $0.00 $0.00
Holdings After Transaction: Ordinary Shares — 361,106 shares (Direct)
Footnotes (3)
  1. F1. Prior to the completion of the Conversion (as defined below), the Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share and were mandatorily exchanged for one Ordinary Share per each ADS in connection with the Conversion.
  2. F2. On July 29 2026, as previously approved by the Issuer's shareholders, the Issuer completed its conversion (the "Conversion") from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). Upon the Conversion, (i) each Ordinary Share of French Criteo, including shares represented by ADSs, continued as one Ordinary Share of Lux Criteo, (ii) each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit, respectively, of Lux Criteo and (iii) each option or warrant to obtain shares of French Criteo continued as an option or warrant to obtain an equal number of shares of Lux Criteo, respectively. All rights attached to such awards remain unchanged after the Conversion, except the right to receive shares of French Criteo under these instruments became the right to receive shares of Lux Criteo.
  3. F3. 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.
Disposition to issuer 361,106 Ordinary Shares Ordinary Shares returned to issuer on July 29 2026
Grant or award 361,106 Ordinary Shares Ordinary Shares granted on July 29 2026
Conversion date July 29 2026 Date Criteo converted from French to Luxembourg public limited liability company
ADS to Ordinary Share ratio 1 ADS : 1 Ordinary Share Each ADS represented one Ordinary Share and was exchanged one-for-one
French to Luxembourg share ratio 1 share : 1 share Each Ordinary Share of French Criteo continued as one Ordinary Share of Lux Criteo
American Depositary Shares financial
"Ordinary Shares may have been represented by American Depositary Shares"
American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.
restricted stock unit financial
"each time-based restricted stock unit and performance-based restricted stock unit"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock unit financial
"time-based restricted stock unit and performance-based restricted stock unit"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
Luxembourg public limited liability company regulatory
"conversion from a French public limited liability company to a Luxembourg public limited liability company"

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FAQ

What insider transactions did Criteo (CRTO) report for CEO Michael Komasinski?
Criteo reported that CEO Michael Komasinski disposed to the issuer 361,106 Ordinary Shares and received a matching grant of 361,106 Ordinary Shares on July 29 2026. Both entries were recorded at 0.0000 per share and relate to a corporate equity conversion, not a market trade.

What corporate change did Criteo (CRTO) complete on July 29 2026?
On July 29 2026, Criteo completed its shareholder-approved conversion from a French public limited liability company to a Luxembourg public limited liability company. Each Ordinary Share of French Criteo continued as one Ordinary Share of Lux Criteo, with attached rights remaining unchanged apart from the new issuer jurisdiction.

How were Criteo (CRTO) American Depositary Shares affected by the conversion?
Before the conversion, each Criteo ADS represented one Ordinary Share. In connection with the change to the Luxembourg company, ADSs were mandatorily exchanged on a one-for-one basis, with each ADS becoming one Ordinary Share, preserving holders’ share count while changing only the form of ownership.

What happened to Criteo (CRTO) equity awards like RSUs, PSUs, options and warrants?
Upon conversion, each time-based and performance-based restricted stock unit, and each option or warrant to obtain French Criteo shares, continued as an equivalent instrument over Lux Criteo shares. The company states that all rights attached to these awards remain unchanged, aside from referencing Lux Criteo shares.

Were the Criteo (CRTO) CEO’s reported transactions under a Rule 10b5-1 trading plan?
The Rule 10b5‑1 checkbox is marked false, so these transactions are not affirmed as executed under a pre‑arranged trading plan. Instead, accompanying notes describe them as occurring in connection with Criteo’s conversion from a French to a Luxembourg public limited liability company on July 29 2026.
SEC Form 4
FORM 4UNITED 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*
Komasinski Michael
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Ordinary Shares(1)07/29/2026D(2)361,106D$0(2)0D
Ordinary Shares07/29/2026A(2)361,106A$0(2)361,106(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Prior to the completion of the Conversion (as defined below), the Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share and were mandatorily exchanged for one Ordinary Share per each ADS in connection with the Conversion.
2. On July 29 2026, as previously approved by the Issuer's shareholders, the Issuer completed its conversion (the "Conversion") from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). Upon the Conversion, (i) each Ordinary Share of French Criteo, including shares represented by ADSs, continued as one Ordinary Share of Lux Criteo, (ii) each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit, respectively, of Lux Criteo and (iii) each option or warrant to obtain shares of French Criteo continued as an option or warrant to obtain an equal number of shares of Lux Criteo, respectively. All rights attached to such awards remain unchanged after the Conversion, except the right to receive shares of French Criteo under these instruments became the right to receive shares of Lux Criteo.
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.
Remarks:
/s/ Ryan Damon, as attorney-in-fact for Michael Komasinski07/29/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR