Criteo S.A. moves legal domicile to Luxembourg to simplify Nasdaq listing mechanics

Criteo shifts legal home to Luxembourg to simplify U.S. listing mechanics

Criteo S.A. is moving forward with a plan to transfer its legal domicile from France to Luxembourg and replace its American Depositary Shares with ordinary shares directly listed on Nasdaq. The company frames the cross‑border conversion as a structural change to simplify governance, eliminate the administrative overhead of ADS mechanics and reduce related fees and complexities that it says constrain liquidity and investor access. The board is presenting the conversion and related proposals to shareholders for approval at a general meeting on Feb. 27, 2026.

Executives say the Luxembourg structure aims to broaden Criteo’s investor base and improve access to passive and active funds in the U.S. market. Management highlights potential benefits including eligibility for certain U.S. indices, easier benchmarking by active managers, expanded access to passive investment capital and greater flexibility over capital management — notably fewer restrictions on share repurchases and treasury holdings. The company positions the move as a way to align its capital structure with strategic growth plans while preserving regulatory compliance across jurisdictions.

Criteo also stresses operational continuity for its core advertising technology business amid the corporate re‑domiciliation. The firm underscores that the change is not intended to alter its client proposition: its AI‑powered advertising platform continues to connect brands, agencies, retailers and media owners to more than $1 trillion in annual commerce sales and serve thousands of clients globally. Management frames the conversion as a governance and market‑structure initiative designed to support scale and liquidity as the company pursues long‑term growth in ad tech.

Proxy advisers recommend approval

Leading independent proxy advisers Glass Lewis & Co., LLC and Institutional Shareholder Services, Inc. (ISS) recommend shareholders vote “FOR” all proposals related to the conversion, signaling institutional support for the governance and listing changes the board is proposing.

Shareholder meeting and timeline

Criteo schedules a shareholder meeting for Feb. 27, 2026 at its Paris registered office to seek approval; the conversion is expected to complete in the third quarter of 2026, subject to shareholder approval and customary conditions. The company directs investors to its investor relations channels and its proxy solicitor, Innisfree M&A Incorporated, for voting assistance and further information.