Proxy firms back Criteo (NASDAQ: CRTO) redomiciliation to Luxembourg and ADS exit

Rhea-AI Filing Summary

Criteo S.A. filed a report highlighting that proxy advisory firms Glass Lewis and ISS recommend shareholders vote “FOR” all proposals related to the company’s plan to move its legal domicile from France to Luxembourg via a cross-border conversion and to replace its American Depositary Shares with ordinary shares directly listed on Nasdaq.

The shareholder meeting to approve the conversion and related items is scheduled for February 27, 2026 in Paris. The board believes this change can support potential U.S. index inclusion, give greater flexibility for share repurchases and treasury shares, and remove ADS-related fees and complexity, with completion targeted for the third quarter of 2026 subject to approvals and conditions.

Insights

Cross-border corporate actions analyst

Criteo advances Luxembourg redomiciliation with positive proxy advisor support.

Criteo is progressing a move of its legal domicile from France to Luxembourg, combined with replacing its ADS structure with ordinary shares directly listed on Nasdaq. Glass Lewis and ISS both recommend voting in favor of all related proposals at the February 27, 2026 shareholder meeting.

The board cites several potential benefits, including positioning for possible U.S. index inclusion, broader access to passive capital, and greater flexibility for share repurchases and treasury share management. It also points to the removal of ADS-related fees and structural complexity, which may simplify trading and ownership mechanics for investors.

The company continues to target completion of the conversion in the third quarter of 2026, subject to shareholder approval and customary conditions such as thresholds on share withdrawal elections and regulatory and listing requirements. Subsequent company filings are expected to detail actual completion, any changes in shareholder rights under Luxembourg law, and execution of the direct Nasdaq listing of ordinary shares.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 13, 2026

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France

001-36153

Not Applicable

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

32 Rue Blanche

Paris

France

75009

(Address of principal executive offices)

(Zip Code)

+33 17 585 0939

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
American Depositary Shares, each representing one ordinary share, nominal value €0.025 per share			CRTO			Nasdaq Global Select Market
Ordinary Shares, nominal value €0.025 per share*						Nasdaq Global Select Market

*Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

ITEM 8.01 Other Events.

On February 13, 2026, Criteo S.A. (the “Company”) issued a press release announcing that two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (or ISS), recommend that shareholders vote “FOR” all the proposals related to the previously announced proposed transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and the replacement of its American Depositary Shares structure with ordinary shares to be directly listed on Nasdaq.

A general meeting of the Company’s shareholders will be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company’s registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company’s shareholders for the Conversion and certain related proposals.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated February 13, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

						Criteo S.A.
Date: February 13, 2026			By:			/s/ Ryan Damon
			Name:			Ryan Damon
			Title:			Chief Legal and Transformation Officer

Leading Independent Proxy Advisory Firms Recommend Shareholders Vote “FOR” the Redomiciliation of Criteo S.A. from France to Luxembourg NEW YORK, February 13, 2026– Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, today announced that, two leading independent proxy advisory firms, Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS) recommend that shareholders vote “FOR” all the proposals related to the previously announced proposed transfer of the Company’s legal domicile from France to Luxembourg via a cross-border conversion (the “Conversion”) and the replacement of its American Depositary Shares structure with ordinary shares to be directly listed on Nasdaq. A general meeting of the Company’s shareholders will be held on February 27, 2026 at 10:00 a.m., Paris time, at the Company’s registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company’s shareholders for the Conversion and certain related proposals. More information about the Conversion, the general meeting, and associated filings from Criteo S.A. is available on Criteo’s investor website at http://criteo.investorroom.com. Additionally, shareholders are welcome to contact Criteo’s Investor Relations department by phone at +1 (929) 287-7835 or by email at InvestorRelations@criteo.com, or Criteo's proxy solicitation firm, Innisfree, using the following contact information: Innisfree M&A Incorporated 501 Madison Avenue, 20th Floor New York, NY 10022 (877) 717-3923 or +1 (412) 232-3651 outside the United States As previously announced, and after considering various factors, Criteo’s Board of Directors believes the Conversion and the replacement of its American Depositary Shares (“ADSs”) structure with ordinary shares 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. The expected timing for completion of the Conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions.

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. Disclaimers Cautionary Statement Regarding Forward-Looking Statements 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 obtain the required shareholder vote to adopt the proposals needed to complete the transaction; 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; the deferment or abandonment of the transaction by our board of directors up to three days prior to the general shareholders’ meeting to vote thereon; 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, 2024, filed with the SEC on February 28, 2025, 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. Participants in the Solicitation Criteo and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Criteo’s shareholders in connection with the transaction. Information about Criteo’s directors and executive officers is set forth in the proxy statement for Criteo’s 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement / prospectus and other relevant materials regarding the transaction to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above in “Additional Information and Where to Find It.” Contacts Investor Relations Melanie Dambre, m.dambre@criteo.com Public Relations Jessica Meyers, j.meyers@criteo.com

FAQ

What did Criteo (CRTO) announce in this 8-K filing?

Criteo announced that Glass Lewis and ISS recommend voting “FOR” all proposals tied to its planned move from France to Luxembourg and ADS replacement. The proposals cover a cross-border conversion and listing ordinary shares directly on Nasdaq, subject to shareholder approval and customary conditions.

What is Criteo’s proposed redomiciliation from France to Luxembourg?

Criteo plans to transfer its legal domicile from France to Luxembourg via a cross-border conversion. This structural change would make Luxembourg the company’s legal home while its business continues operating globally, and is paired with a shift from American Depositary Shares to directly listed ordinary shares on Nasdaq.

When will Criteo shareholders vote on the Luxembourg conversion?

Shareholders are scheduled to vote on February 27, 2026, at 10:00 a.m. Paris time. The meeting will be held at Criteo’s registered office in Paris and will address the cross-border conversion to Luxembourg and several related proposals described in the proxy statement/prospectus.

Why does Criteo’s board support the redomiciliation and ADS replacement?

The board believes the move can enhance long-term shareholder value through potential U.S. index inclusion, broader access to passive capital, and greater capital management flexibility. It also expects reduced ADS-related fees and structural complexity, which may simplify trading in the company’s shares.

How will Criteo’s Nasdaq listing change if the proposals are approved?

Criteo intends to replace its American Depositary Shares with ordinary shares directly listed on Nasdaq. Each ordinary share would trade without the ADS intermediary structure, which the company believes could reduce fees, simplify ownership, and potentially support liquidity in the U.S. market.

What is the expected timeline to complete Criteo’s conversion to Luxembourg?

Criteo currently targets completing the conversion in the third quarter of 2026. This timing depends on receiving shareholder approval at the February 27, 2026 meeting and satisfying other customary conditions, including thresholds on share withdrawal elections and necessary regulatory and listing requirements.

Filing Exhibits & Attachments

4 documents

Press Releases

• EX-99.1 EX-99.1 12.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB