Criteo Receives Shareholder Approval for Redomiciliation from France to Luxembourg

Rhea-AI Summary

Criteo (NASDAQ: CRTO) announced shareholder approval to redomicile from France to Luxembourg via a cross-border conversion, expected in the third quarter of 2026, subject to customary conditions. The Board plans to replace ADSs with ordinary Nasdaq-listed shares to increase strategic flexibility and long-term shareholder value.

Board cites potential index inclusion, greater capital-management flexibility, and reduced ADS fees/complexity as benefits; voting results were filed on Form 8-K on February 27, 2026.

Positive

• Shareholder approval secured on Feb 27, 2026
• Redomicile expected in 3Q 2026
• Potential U.S. index inclusion eligibility
• Greater capital-management flexibility
• Elimination of ADS fees and complexities

Negative

• Conversion is subject to customary conditions
• Index inclusion is not guaranteed and requires eligibility

News Market Reaction – CRTO

-0.67%

-0.67% Session close to close

In the Feb 27 session, CRTO declined 0.67%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms strong shareholder backing for Criteo’s planned move from France to Luxem...

Analysis

This announcement confirms strong shareholder backing for Criteo’s planned move from France to Luxembourg and the shift from ADSs to ordinary shares directly listed on Nasdaq. It advances a governance and listing-structure change first detailed in earlier updates, with completion targeted for the third quarter of 2026. Investors may track subsequent regulatory filings, implementation milestones, and any tax or legal disclosures, as well as how the new structure affects index eligibility, capital management flexibility, and trading liquidity over time.

Key Figures

Shareholder meeting date: February 27, 2026 Conversion timing: Third quarter 2026

2 metrics

Shareholder meeting date February 27, 2026 General meeting approving redomiciliation and related proposals

Conversion timing Third quarter 2026 Expected completion of cross-border conversion to Luxembourg

Historical Context

5 past events · Latest: Feb 18 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Feb 18	Conference participation	Neutral	+2.8%	Upcoming Morgan Stanley TMT presentation announcement and webcast details.
Feb 11	Earnings results	Neutral	-5.0%	Q4 and FY 2025 revenue, earnings, buybacks and 2026 guidance.
Feb 5	AI product launch	Positive	+2.0%	Launch of Agentic Commerce Recommendation Service for AI shopping assistants.
Jan 21	Earnings date set	Neutral	-3.0%	Announcement of Q4 and FY 2025 results release date and call details.
Jan 7	Redomiciliation update	Neutral	+1.6%	Board approval of proposed move to Luxembourg and ADS replacement plan.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news often led to moves that diverged from the apparent neutrality or mixed tone of announcements, with only the AI product update showing clear alignment.

Recent Company History

Over recent months, Criteo has mixed strategic updates, product news, and financial disclosures. An AI commerce recommendation launch on Feb 5, 2026 coincided with a 2% gain, while Q4 2025 earnings on Feb 11, 2026 saw a -5.03% move despite detailed guidance and buybacks. Multiple communications since Jan 7, 2026 have focused on the planned redomiciliation from France to Luxembourg and ADS-to-ordinary-share transition, indicating a sustained governance and listing-structure shift that today’s shareholder approval advances.

Key Terms

form 8-k, american depositary shares, ads, ordinary shares, +4 more

8 terms

form 8-k regulatory

"details regarding the voting results can be found in a Current Report on Form 8-K filed today"

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

american depositary shares financial

"replacement of its American Depositary Shares ("ADSs") structure with ordinary 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.

ads financial

"replacement of its American Depositary Shares ("ADSs") structure with ordinary shares"

Ads are paid promotional messages a company places across media — online, on TV, in print, or on social platforms — to attract customers, explain products, or shape public perception. For investors, ads matter because they drive sales growth, affect how much a company must spend to win customers, and influence brand strength and long-term value. Ads can also create regulatory or reputational risk if claims are misleading, which can affect profits and stock price.

ordinary shares financial

"structure with ordinary shares to be directly listed on Nasdaq"

Ordinary shares are a type of ownership stake in a company, giving shareholders a right to participate in the company’s profits and decision-making through voting. They are similar to owning a piece of a business, and their value can rise or fall based on the company's performance. Investors buy ordinary shares to potentially earn dividends and benefit from the company's growth over time.

nasdaq financial

"ordinary shares to be directly listed on Nasdaq will enhance shareholder value"

The Nasdaq is a stock exchange where many companies' shares are bought and sold, functioning much like a marketplace for investments. It matters to investors because it provides a platform to buy and sell ownership stakes in companies, helping them track the value of those companies and make informed decisions. As one of the largest and most technology-focused markets, it also reflects trends and developments in the business world.

View in glossary

treasury shares financial

"restrictions related to share repurchases and holdings of treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

passive investment capital financial

"inclusion in certain U.S. indices ... expanding the Company's access to passive investment capital"

Money put into investments that track a market or follow a set rule instead of picking individual stocks, such as index funds or rule-based ETFs. Think of it like putting cash into a conveyor belt that carries everything in a market rather than hand-selecting items; it tends to keep costs low, smooth out trades, and change how price moves and who influences corporate decisions. Investors care because large amounts of this capital can affect liquidity, volatility and long-term returns.

cross-border conversion regulatory

"transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion"

Cross-border conversion is the process of changing an asset, security or cash from one country’s legal, currency or market system into another’s — for example converting foreign currency, swapping a local share for a foreign-listed equivalent, or moving a financial contract between jurisdictions. Investors care because this process can change value and access: it can add fees, tax or regulatory steps, create exchange-rate risk, and affect how easily the asset can be bought or sold, much like exchanging money and paperwork before using funds abroad.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, Feb. 27, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, announced today that its shareholders have approved all the proposals with overwhelming support at its general meeting of shareholders on February 27, 2026. As previously announced, Criteo expects to complete the pending transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") in the third quarter of 2026, subject to customary conditions.

"On behalf of the Board of Directors and management, we thank our shareholders for their strong support of Criteo's redomiciliation from France to Luxembourg. This vote represents an important milestone and sets Criteo on course to become a Luxembourg company in the third quarter of 2026, increasing our strategic flexibility and strengthening our ability to deliver sustainable long-term value for our shareholders," said Frederik Van der Kooi, Chairman of the Board of Directors.

Additional details regarding the voting results can be found in a Current Report on Form 8-K filed today with the U.S. Securities and Exchange Commission, which is available on the Company's investor website and at www.sec.gov.

Criteo's Board of Directors believes the Conversion and the replacement of its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq will enhance shareholder value over the long-term by providing potential strategic opportunities and benefits, including:

• Positioning Criteo for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria, thereby expanding the Company's access to passive investment capital, triggering associated benchmarking from actively managed funds and broadening its shareholder base;
• Providing greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares; and
• Eliminating fees and complexities associated with ADSs potentially increasing stock liquidity.

Contacts

Investor Relations
Melanie Dambre, m.dambre@criteo.com

Public Relations
Jessica Meyers, j.meyers@criteo.com

About Criteo

Criteo (NASDAQ: CRTO) is the global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales—powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. For more information, please visit www.criteo.com.

Forward-Looking Statements Disclosure

This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements with respect to the redomiciliation from France to Luxembourg, the objectives, benefits, and completion of the transaction, and the assumptions underlying such statements. By way of illustration, words such as "anticipate", "believe", "expect", "intend", "estimate", "project", "will", "should", "could", "may", "predict" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. We base forward-looking statements on our current assumptions, expectations, estimates and projections about us and the markets that we serve in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and often outside of our control. Therefore, actual outcomes and results may differ materially from those expressed in forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including, among others: failure to satisfy any of the other conditions to the transaction, including the condition that the option to withdraw shares for cash in connection with the transaction is not exercised above a certain threshold; the transaction not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the transaction; failure to list our shares on Nasdaq following the transaction or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the transaction; the disruption of current plans and operations by the transaction; the disruption to our relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the transaction, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the transaction; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program; difficulty in adapting to operating under the laws of Luxembourg; following the completion of the transaction, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the transaction; changes in general political, economic and competitive conditions and specific market conditions; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in Criteo's filings with the U.S. Securities and Exchange Commissions (the "SEC") and reports, including Criteo's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, subsequent Quarterly Reports on Form 10-Q and the proxy statement/prospectus filed with the SEC under Rule 424(b)(3) on January 22, 2026 in connection with the transaction, as well as future filings and reports by Criteo. As a result of these and other factors, no assurance can be given as to our future results and achievements. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this communication. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.

Additional Information and Where to Find It

In connection with the transaction, Criteo filed with the SEC a Registration Statement on Form S-4 and a proxy statement/prospectus under Rule 424(b)(3) on January 22, 2026 that includes a proxy statement for a special meeting of Criteo's shareholders to approve the transaction and also constitutes a prospectus. The definitive proxy statement / prospectus was mailed to Criteo's shareholders as of the record date established for voting on the transaction and the other proposals relating to the transaction set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the transaction. This communication is not a substitute for the registration statements, the proxy statement / prospectus or any other document that Criteo may file with the SEC with respect to the transaction (if and when available). INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRITEO AND THE TRANSACTION.

Shareholders are able to obtain copies of these materials and other documents containing important information about Criteo and the transaction free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Criteo are made available free of charge on Criteo's investor relations website at https://criteo.investorroom.com.

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

View original content:https://www.prnewswire.com/news-releases/criteo-receives-shareholder-approval-for-redomiciliation-from-france-to-luxembourg-302699523.html

SOURCE Criteo Corp

FAQ

What did Criteo (CRTO) shareholders approve on February 27, 2026?

Shareholders approved the company's redomiciliation from France to Luxembourg via a cross-border conversion. According to the company, the vote cleared proposals needed to pursue conversion and replacement of ADSs with ordinary Nasdaq-listed shares.

When will Criteo (CRTO) complete its redomiciliation to Luxembourg?

Criteo expects to complete the legal transfer in the third quarter of 2026, subject to customary conditions. According to the company, the timeline depends on completing required steps and meeting standard closing conditions.

How will replacing ADSs affect Criteo (CRTO) shareholders?

Replacing ADSs with ordinary Nasdaq-listed shares aims to simplify equity structure and reduce ADS-related fees. According to the company, this could improve liquidity and broaden the shareholder base over the long term.

Could Criteo (CRTO) be included in U.S. indices after the redomiciliation?

The redomiciliation could position Criteo for potential inclusion in certain U.S. indices, subject to eligibility criteria. According to the company, index inclusion could expand access to passive capital and broaden investors.

Where can investors find the voting results for Criteo's Feb 27, 2026 meeting?

Voting results are filed in a Current Report on Form 8-K available publicly. According to the company, the Form 8-K was filed on February 27, 2026 and is accessible on the SEC website and the investor site.

What are the main risks to Criteo's (CRTO) planned conversion to Luxembourg?

The primary risks are that the conversion remains subject to customary closing conditions and regulatory steps. According to the company, completion is not guaranteed and depends on meeting those standard conditions and approvals.