Criteo (CRTO) CEO awarded 42,771 performance-linked shares in equity grant

Rhea-AI Filing Summary

Criteo S.A. CEO Michael Komasinski reported an equity award tied to prior performance goals. He acquired 42,771 ordinary shares at no cost following the determination of the performance achievement on February 26, 2026. These shares will vest over two and three years from the February 28, 2025 grant date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Komasinski Michael

Role CEO

Type	Security	Shares	Price	Value
Grant/Award	Ordinary Shares	42,771	$0.00	--

Holdings After Transaction: Ordinary Shares — 219,406 shares (Direct)

Footnotes (1)

1. The Ordinary Shares may be represented by American Depositary Shares, each of which represents one Ordinary Share. On February 28, 2025, the Reporting Person was granted performance-based stock units representing 60,241 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 42,771 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 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)
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		42,771(2)	A	$0	219,406(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. On February 28, 2025, the Reporting Person was granted performance-based stock units representing 60,241 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 42,771 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.

Remarks:

	/s/ Ryan Damon, as attorney-in-fact for Michael Komasinski	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).
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.

FAQ

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

Criteo reported that CEO Michael Komasinski acquired 42,771 ordinary shares through an equity award. The grant reflects performance-based stock units that became eligible for time-based vesting after performance goals were assessed on February 26, 2026.

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

After the reported transaction, CEO Michael Komasinski directly held 219,406 ordinary shares of Criteo. This reflects the addition of 42,771 shares from the equity award becoming eligible for vesting under the company’s performance-based and time-based vesting structure.

What was the original performance-based stock unit grant for Criteo (CRTO) CEO?

On February 28, 2025, the CEO was granted performance-based stock units representing 60,241 shares at the target performance level. The actual number of shares eligible to vest depended on the achievement of specified performance goals determined on February 26, 2026.

How will the 42,771 Criteo (CRTO) shares granted to the CEO vest over time?

Of the 42,771 shares now eligible to vest, two-thirds will vest on the two-year anniversary of the February 28, 2025 grant date. The remaining shares will vest on the three-year anniversary, subject to continued time-based vesting conditions.

What type of security was involved in the Criteo (CRTO) CEO’s Form 4 transaction?

The transaction involved Criteo ordinary shares, which may be represented by American Depositary Shares. The Form 4 shows the CEO acquiring 42,771 ordinary shares at a reported price of zero through a performance-based equity award structure.