PR Newswire
Criteo S.A., the global ad‑tech platform that powers commerce‑centric advertising, announced on February 27 2026 that its shareholders have ratified the proposals required to shift the company’s legal domicile from France to Luxembourg. The vote, held at the firm’s annual general meeting, cleared the final hurdle for a cross‑border conversion slated for the third quarter of 2026, pending customary regulatory approvals.
“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.
The shareholder approval was filed in a Current Report on Form 8‑K with the U.S. Securities and Exchange Commission (SEC) on the same day. The filing, which is now publicly accessible on Criteo’s investor portal and at www.sec.gov, details the vote tally and confirms that the proposals passed with an overwhelming majority.
Why the Move Matters
Criteo’s decision to relocate its legal seat to Luxembourg is more than a bureaucratic shuffle. The company plans to replace its existing American Depositary Shares (ADSs) structure with ordinary shares that will trade directly on Nasdaq. This restructuring is expected to unlock several strategic levers:
- Potential Inclusion in U.S. Indices – By meeting the domicile and governance criteria of major U.S. index providers, Criteo could qualify for index inclusion. Such a change often brings a surge of passive capital and can attract the attention of actively managed funds that otherwise might overlook the stock.
- Enhanced Capital Management – The current ADS framework imposes constraints on share repurchases and treasury‑stock holdings. Switching to ordinary shares should give the board more latitude to execute buybacks or other capital‑return initiatives without navigating the extra layers of ADS‑related approvals.
- Improved Liquidity – Eliminating the ADS conversion fees and the associated operational complexity is projected to tighten bid‑ask spreads, making the stock more accessible to a broader set of investors.
These points were outlined in a statement from the Board, which emphasized that the conversion aligns with Criteo’s long‑term goal of delivering “sustainable long‑term value for our shareholders.”
Industry Context: Redomiciling for Flexibility
Cross‑border conversions have become a common tool for multinational tech firms seeking a more favorable regulatory environment or a clearer path to index inclusion. Luxembourg, with its business‑friendly tax regime and well‑established legal framework for public companies, has attracted a number of European technology firms in recent years. For Criteo, the shift also simplifies its capital structure by removing the ADS layer that separates the underlying ordinary shares from the securities that trade on U.S. exchanges.
Analysts note that the move could also reduce the administrative burden associated with maintaining a dual‑class share system across jurisdictions. By consolidating its equity under a single, Nasdaq‑listed share class, Criteo may find it easier to communicate its financial performance to investors accustomed to U.S. reporting standards.
What the Conversion Process Looks Like
The pending conversion will be executed as a cross‑border merger, a legal mechanism that allows a company incorporated in one EU member state to merge into a company incorporated in another member state while preserving its corporate identity. In Criteo’s case, the French parent will merge into a newly created Luxembourg entity, which will then become the surviving company.
The process involves several steps:
- Board Approval – The Board of Directors must first endorse the conversion plan and the accompanying amendment to the company’s articles of association.
- Shareholder Vote – As reported, the general meeting on February 27 2026 gave the green light to the plan.
- Regulatory Clearance – The conversion requires approval from French and Luxembourg authorities, as well as the French financial markets regulator (financial markets regulator) and the Luxembourg Commission de Surveillance du Secteur Financier (CSSF).
- SEC Filing – The company must file a registration statement on Form S‑4 with the SEC, which includes a proxy statement for the special shareholder meeting and serves as a prospectus for the new ordinary shares.
- Listing Transition – Once the conversion is complete, the ADSs will be retired and the ordinary shares will begin trading directly on Nasdaq under the ticker “CRTO.”
Criteo has indicated that it expects to complete these steps by the third quarter of 2026, assuming no unforeseen delays.
Potential Market Impact
If the conversion proceeds as outlined, Criteo could see a notable shift in its shareholder composition. Direct Nasdaq listing typically attracts a larger pool of institutional investors, including those that are mandated to hold securities included in specific indices. Moreover, the removal of ADS‑related fees may improve net returns for existing shareholders.
The company also hinted at the possibility of expanding its capital‑raising toolkit. With fewer restrictions on share buybacks and treasury stock, Criteo could more readily deploy cash for strategic acquisitions or to support its core ad‑tech platform, which leverages machine learning to power personalized commerce advertising.
Forward‑Looking Statements
The announcement contains forward‑looking statements regarding the redomiciliation, the anticipated benefits of the conversion, and the underlying assumptions that shape those expectations. Phrases such as “anticipate,” “believe,” “expect,” and “project” are used to flag such statements, though not every forward‑looking comment contains these words.
These projections are based on Criteo’s current expectations, historical performance, and industry trends, but they are subject to a range of risks. Potential obstacles include failure to satisfy conversion conditions, regulatory hurdles, market volatility that could affect Nasdaq listing eligibility, or any legal challenges that might arise during the merger process. The company’s filings with the SEC—including its 2025 Annual Report on Form 10‑K, subsequent quarterly reports, and the proxy statement filed on January 22 2026—provide a fuller picture of the risks involved.
Investors are urged to review those documents carefully, as they contain detailed risk factors that could cause actual results to differ materially from the forward‑looking statements presented here.
Bottom Line
Criteo’s successful shareholder vote clears a critical regulatory and governance hurdle, positioning the ad‑tech firm for a more streamlined capital structure and potential inclusion in high‑visibility U.S. indices. While the conversion process still faces a series of legal and regulatory steps, the company’s leadership views the move as a catalyst for greater strategic flexibility and long‑term shareholder value.
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