Criteo S.A. filings document formal disclosures for a foreign issuer whose Nasdaq trading is tied to American Depositary Shares. The record includes Form 8-K reports for operating and financial results, non-GAAP reconciliations, material events, share repurchase activity, and amendments to the company’s French by-laws and share-capital disclosures.
Proxy materials and shareholder-vote filings cover board governance, executive compensation, equity awards, voting outcomes, and capital-structure proposals. These filings also provide risk-factor, governance, and security-structure information relevant to Criteo’s Retail Media and Performance Media advertising businesses.
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.
Criteo S.A. completed a cross-border conversion, changing its legal domicile from France to Luxembourg and becoming a Luxembourg public limited company. Each French ordinary share, including those represented by ADSs, converted into one Luxembourg ordinary share, and all ADSs were mandatorily surrendered for one ordinary share per ADS. The ADS program and deposit agreement were terminated, and the ordinary shares now trade directly on Nasdaq under the symbol CRTO. Existing equity awards and options continue on a one-for-one basis in Lux Criteo, and directors and officers remained in office; the company states there was no material change to its business, operations, assets, liabilities or management.
Following the conversion and works council consultation, the board approved a plan to transfer the legal domicile from Luxembourg to the United States via a cross-border merger into a wholly owned U.S. subsidiary, targeted for January 2027, subject to shareholder approval and customary conditions. The board cites potential long-term benefits, including possible inclusion in U.S. indices, greater capital management flexibility (notably for share repurchases and treasury shares), and removal of ADS-related fees and complexity that could support liquidity. In connection with the anticipated U.S. redomiciliation, Criteo expects to move its stock listing from Nasdaq to the New York Stock Exchange upon completion of the U.S. merger, subject to applicable listing requirements.
Criteo Holdings, Inc. has completed a cross-border conversion transferring its legal domicile from France to Luxembourg effective July 29, 2026, terminating its ADS program so each ADS automatically became one ordinary share that now trades directly on Nasdaq under ticker CRTO. The Board has also approved a subsequent cross-border merger into a wholly owned U.S. subsidiary, after which Criteo will be a Delaware corporation; this U.S. Merger is subject to a two-thirds shareholder vote and other customary conditions and is expected to close in January 2027, at which time the listing is expected to move from Nasdaq to the NYSE.
The company cites long-term shareholder value, broader U.S. index eligibility, greater capital-management flexibility, and elimination of ADS-related fees as key benefits, while stating that strategy, operations and French footprint, including R&D, remain unchanged. Management expects no material social consequences for employees, with French-based staff remaining in France and existing collective and equity-plan arrangements continuing.
Criteo Holdings, Inc. has completed transferring its legal domicile from France to Luxembourg via a cross-border conversion effective July 29, 2026, and plans a second step to move its domicile from Luxembourg to the United States through a merger with a U.S. subsidiary, expected in January 2027, subject to shareholder approval and other conditions.
In connection with the conversion, Criteo terminated its American Depositary Share program and each ADS was automatically exchanged for one ordinary share, which now trades directly on Nasdaq under the ticker CRTO. The company also expects, after becoming U.S.-domiciled, to move its stock listing from Nasdaq to the New York Stock Exchange, aiming to improve index inclusion prospects, broaden its shareholder base, and increase capital management flexibility.
Criteo S.A. reported that shareholders approved an amendment to its by-laws and all resolutions at the 2026 Annual Combined General Meeting. Article 19 was updated so the shareholder meeting record date is now the fifth business day before a meeting, aligning with revised French rules.
Shareholders renewed four directors, approved on a non-binding basis the compensation of named executive officers, and approved the 2025 statutory and consolidated financial statements and allocation of results. They also authorized share buybacks, potential share capital reductions, various capital increase mandates, employee equity plans and related overall limits.
Criteo S.A. Chief Financial Officer Sarah JS Glickman reported an automatic sale of 982 Ordinary Shares on 2026-06-01 at $18.50 per share. The shares were sold on her behalf to cover tax withholding obligations from the settlement of a previously reported equity award.
After this transaction, she directly held 430,897 Ordinary Shares, so the tax-related sale represents only a small portion of her disclosed holdings. Each Ordinary Share may be represented by an American Depositary Share, with each ADS currently equal to one Ordinary Share.
Criteo S.A. Chief Legal Officer Damon Ryan reported an automatic sale of 1,079 Ordinary Shares at $18.50 per share. According to the disclosure, these shares were sold to cover tax withholding obligations from the settlement of a previously reported equity award. After this transaction, Ryan directly holds 173,943 Ordinary Shares, indicating that the sale represents a small portion of his overall reported holdings. The company notes that its Ordinary Shares may also be held in the form of American Depositary Shares, each representing one Ordinary Share.
CRITEO S.A. submitted a Form 144 notice relating to the proposed sale of Ordinary Shares. The filing lists 2,483 Restricted Stock Units vesting on 06/01/2026 as compensation and records recent sales by Sarah Glickman: 18,304 shares (03/02/2026), 1,943 shares (03/03/2026), and 2,465 shares (05/26/2026).
The filing identifies Citigroup Global Markets Inc. for handling transactions on NASDAQ. The notice details quantities and gross proceeds for the listed sales; timing and placement methods for any future sales are not described in the excerpt.
Criteo S.A. filed a Form 144 reporting proposed resales and recent dispositions of Ordinary Shares by an insider. The filing lists Restricted Stock Units vesting into 2,104 shares with a 06/01/2026 date and shows recent sales by Ryan Damon of 13,385, 1,509 and 2,132 shares on 03/02/2026, 03/03/2026 and 05/26/2026, respectively.
Criteo S.A. Chief Financial Officer Sarah JS Glickman reported the automatic sale of 2,465 Ordinary Shares on 2026-05-26 at $17.06 per share. According to the disclosure, these shares were sold on her behalf to fund tax withholding obligations from the settlement of a previously reported equity award. After these transactions, she directly holds 431,879 Ordinary Shares, which may be represented by American Depositary Shares on a one-for-one basis.