Form 4: Criteo Director Boosts Stake with 10,000 Share Purchase

Criteo S.A. Director Frederik van der Kooi increased his beneficial ownership by acquiring 10,000 ordinary shares at $22.61 per share.

Summary

• Frederik van der Kooi, a Director of Criteo S.A. (CRTO), acquired a total of 10,000 Ordinary Shares.
• The transactions occurred on November 3, 2025.
• 7,701 shares were acquired at $22.61 each, as part of a compensation plan for independent directors, requiring them to invest additional remuneration in company securities. These shares are subject to a time-based shareholding commitment.
• An additional 2,299 shares were purchased at $22.61 each.
• Following these transactions, van der Kooi beneficially owns 16,600 Ordinary Shares.

Sentiment

Score: 8

Explanation: The director's increased stake, particularly through a compensation plan requiring investment in company shares and a time-based commitment, signals strong confidence and alignment with shareholder interests, which is a significant positive indicator.

Positives

• A director increasing their stake in the company signals confidence in its future prospects.
• The acquisition of shares as part of a compensation plan aligns the director's interests with those of shareholders.
• The time-based shareholding commitment further reinforces long-term alignment.

Future Outlook

N/A

Industry Context

Insider buying, especially by a director, is generally viewed positively by the market as it indicates confidence in the company's future performance, potentially signaling undervaluation or strong upcoming results. This aligns with a broader trend where executive and director share ownership is encouraged to align interests with shareholders.

Comparison to Industry Standards

• While specific comparable companies or projects are not detailed in this Form 4, director share purchases are a common practice across industries.
• The structure of Criteo's compensation plan, requiring directors to invest remuneration in company securities, is a strong corporate governance practice, often seen in well-governed companies aiming to align director incentives with long-term shareholder value, similar to practices at companies like Microsoft or Apple where executive stock ownership is a key component of compensation.

Corporate Governance

Related Party Transactions

• The acquisition of 7,701 Ordinary Shares by Frederik van der Kooi is a related party transaction, as it occurred in accordance with a compensation plan between the Issuer and its Board of Directors.

Stakeholder Impact

• Shareholders: Positive impact due to increased director confidence and alignment of interests, potentially leading to increased share price stability or growth.
• Management/Employees: Reinforces a culture of commitment and belief in the company's future among leadership.

Next Steps

• The reporting person is subject to a time-based shareholding commitment for the shares acquired under the compensation plan.
• Further information on the equity held by the reporting person can be found in the Issuer's most recent definitive proxy statement.

Key Dates

Recommendation

The director's decision to significantly increase his stake in Criteo, particularly through a compensation plan that mandates investment in company shares and includes a time-based holding commitment, is a strong vote of confidence. This insider buying signals that management believes the stock is undervalued or expects positive future developments, aligning their interests directly with shareholders. This action suggests a favorable outlook for the company's performance.

Keywords

Criteo, CRTO, Director Share Purchase, Insider Buying, Frederik van der Kooi, SEC Form 4, Share Acquisition, Corporate Governance, Executive Compensation