Criteo (CRTO) CEO receives 141,700-share equity grant with multi-year vesting

Rhea-AI Filing Summary

Criteo S.A. CEO Michael Komasinski reported an equity award of 141,700 Ordinary Shares, received as a grant with no purchase price. Following this award, he directly holds 361,106 Ordinary Shares. The shares vest over time: 25% on the one-year anniversary of the grant and the remainder in equal quarterly installments over the next 36 months.

If the company’s planned conversion into a Luxembourg company is not completed before the first anniversary of the grant date, the vesting schedule shifts so that 50% vests on the two-year anniversary and the remaining 50% vests in equal quarterly installments over the following two years.

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

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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^*

Komasinski Michael

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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)	03/13/2026		A		141,700(2)	A	$0	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)
				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 represents one Ordinary Share.

2. 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. Notwithstanding the foregoing, if the conversion of the Company into a Luxembourg company is not completed before the first anniversary of the grant date, then the shares will be subject to time based vesting as follows: 50% of the shares will vest on the two (2) year anniversary of the grant date and the remainder of the shares will vest in equal portions at the end of each quarter during the two-year period thereafter.

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 Komasinski	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Criteo (CRTO) report for CEO Michael Komasinski?

Criteo reported that CEO Michael Komasinski received a grant of 141,700 Ordinary Shares as equity compensation. The award was recorded at a price of $0.00 per share and increased his direct holdings to 361,106 Ordinary Shares, subject to time-based vesting conditions.

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

After the reported equity award, CEO Michael Komasinski directly holds 361,106 Ordinary Shares of Criteo. This total includes the newly granted 141,700 shares, which are subject to a multi-year time-based vesting schedule tied to specific anniversary and quarterly vesting dates.

What is the vesting schedule for the 141,700 Criteo (CRTO) shares granted to the CEO?

The 141,700 shares vest 25% on the one-year anniversary of the grant, with the remaining shares vesting in equal quarterly installments over the following 36 months. The filing also outlines an alternate vesting schedule that applies if a planned corporate conversion is not completed in time.

How does Criteo’s potential conversion to a Luxembourg company affect the CEO’s share vesting?

If Criteo’s conversion into a Luxembourg company is not completed before the first grant anniversary, the vesting changes: 50% of the shares vest on the two-year anniversary, and the remaining 50% vest in equal quarterly installments over the subsequent two years, extending the vesting timeline.

Are Criteo (CRTO) Ordinary Shares represented by American Depositary Shares (ADS)?

Yes. The filing notes that Criteo’s Ordinary Shares may be represented by American Depositary Shares, with each ADS corresponding to one Ordinary Share. This 1:1 relationship helps investors understand how the CEO’s equity grant translates into ADS terms for U.S. trading.

Was the CEO’s Criteo (CRTO) share transaction a market purchase or a compensation grant?

The transaction was a compensation-related grant, not a market purchase. CEO Michael Komasinski received 141,700 Ordinary Shares at a price of $0.00 per share, consistent with an equity award that vests over time instead of an open-market buying or selling transaction.