Criteo S.A. (CRTO) records 26,600-share swap in France–Luxembourg conversion
Rhea-AI Filing Summary
Criteo S.A. completed a corporate conversion on July 29, 2026, changing from a French to a Luxembourg public limited liability company while keeping equity terms intact. In connection with this Conversion, director Frederik van der Kooi recorded a technical disposition of 26,600 Ordinary Shares of the French entity to the issuer and a matching acquisition of 26,600 Ordinary Shares of the new Luxembourg entity, both at no cost, reflecting the one-for-one continuation of equity interests through the Conversion. Each Ordinary Share, including those previously represented by American Depositary Shares, as well as existing time-based and performance-based restricted stock units, options and warrants, continued on a one-for-one basis into securities of the Luxembourg company.
Positive
- None.
Negative
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Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
van der Kooi Frederik
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Ordinary Shares F1, F2 | 26,600 | $0.00 | $0.00 |
| Grant/Award | Ordinary Shares F2, F3 | 26,600 | $0.00 | $0.00 |
Holdings After Transaction:
Ordinary Shares — 26,600 shares (Direct)
Footnotes (3)
- F1. Prior to the completion of the Conversion (as defined below), the Ordinary Shares may have been represented by American Depositary Shares ("ADSs"), each of which represents one Ordinary Share and were mandatorily exchanged for one Ordinary Share per each ADS in connection with the Conversion.
- F2. On July 29, 2026, as previously approved by the Issuer's shareholders, the Issuer completed its conversion (the "Conversion") from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). Upon the Conversion, (i) each Ordinary Share of French Criteo, including shares represented by ADSs, continued as one Ordinary Share of Lux Criteo, (ii) each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit, respectively, of Lux Criteo and (iii) each option or warrant to obtain shares of French Criteo continued as an option or warrant to obtain an equal number of shares of Lux Criteo, respectively. All rights attached to such awards remain unchanged after the Conversion, except the right to receive shares of French Criteo under these instruments became the right to receive shares of Lux Criteo.
- F3. 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.
Key Figures
Shares disposed to issuer: 26,600 Ordinary Shares
Shares acquired via award: 26,600 Ordinary Shares
ADS to Ordinary Share ratio: 1 ADS = 1 Ordinary Share
+1 more
4 metrics
Shares disposed to issuer
26,600 Ordinary Shares
Non-derivative disposition (code D) on July 29, 2026 in connection with the Conversion
Shares acquired via award
26,600 Ordinary Shares
Non-derivative acquisition (code A) on July 29, 2026 tied to the same Conversion
ADS to Ordinary Share ratio
1 ADS = 1 Ordinary Share
Each ADS represented one Ordinary Share and was exchanged one-for-one in the Conversion
Conversion date
July 29, 2026
Date Criteo converted from a French to a Luxembourg public limited liability company
Key Terms
American Depositary Shares, restricted stock unit, performance-based restricted stock unit, public limited liability company
4 terms
restricted stock unit financial
"each time-based restricted stock unit of French Criteo continued as a time-based restricted stock unit"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
performance-based restricted stock unit financial
"each performance-based restricted stock unit of French Criteo continued as a performance-based restricted stock unit"
A performance-based restricted stock unit is a promise of company shares given to an employee that only becomes actual stock if specific performance targets are met and any required time at the company is completed. For investors, these awards matter because they can dilute existing shares when earned and signal management’s confidence or the company’s expected future performance, much like a bonus cheque that only clears when pre-set goals are reached.
public limited liability company regulatory
"conversion from a French public limited liability company to a Luxembourg public limited liability company"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
Did the Criteo S.A. (CRTO) director’s economic stake change in this Form 4?
The Form 4 shows offsetting entries of 26,600 shares disposed and 26,600 shares acquired at zero price in connection with the corporate Conversion, indicating the reporting of a structural share exchange rather than a change driven by market purchases or sales.
What corporate change triggered the Form 4 filing for Criteo S.A. (CRTO)?
On July 29, 2026, Criteo converted from a French public limited liability company to a Luxembourg public limited liability company. Existing Ordinary Shares, ADSs, restricted stock units, options and warrants all continued into the new Luxembourg entity on a one-for-one basis.
What happened to Criteo S.A. (CRTO) RSUs, performance RSUs, options and warrants?
Each time-based RSU, performance-based RSU, option and warrant over French Criteo equity continued as an equivalent instrument over Lux Criteo, on a one-for-one basis, with rights unchanged except that settlement now provides shares of the Luxembourg entity.