8-K: Criteo Board Approves Luxembourg Redomiciliation Plan

Criteo's Board of Directors has approved the proposed transfer of its legal domicile from France to Luxembourg and the replacement of its ADS structure with direct Nasdaq-listed ordinary shares, pending shareholder approval.

Summary

• Criteo S.A.'s Board of Directors has approved the previously announced proposed transfer of the company's legal domicile from France to Luxembourg via a cross-border conversion.
• The Board also approved the replacement of the company's American Depositary Shares (ADS) structure with ordinary shares to be directly listed on Nasdaq.
• A general meeting of shareholders will be held on February 27, 2026, at 10:00 a.m. Paris time, at the company's registered office in Paris, France, to obtain shareholder approval for the Conversion and related proposals.
• The ordinary record date for the General Meeting is the close of business on February 25, 2026, for ordinary shareholders.
• The ADS record date for the General Meeting is the close of business on January 20, 2026, for ADS holders to instruct the depositary how to vote their underlying shares.
• The expected timing for completion of the Conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions.
• Following the Conversion, Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States if the Board determines it is in the best interests of the Company and its shareholders, subject to prior works council consultation.

Sentiment

Score: 7

Explanation: The filing communicates a positive step forward in a strategic corporate restructuring aimed at unlocking shareholder value and enhancing flexibility. While risks are acknowledged, the tone is confident regarding the benefits of the planned redomiciliation.

Positives

• The move is expected to unlock significant shareholder value by streamlining the corporate structure.
• It aims to enhance capital management flexibility.
• The redomiciliation will align Criteo's capital markets presence with its long-term strategic ambitions.

Risks

• 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 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 Criteo in connection with the transaction.
• Failure to list Criteo's shares on Nasdaq following the transaction or maintain the 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 Criteo's relationships, including with employees, landowners, suppliers, lenders, partners, governments, and shareholders.
• Changes in shareholders' rights as a result of the transaction.
• Inability to terminate the deposit agreement and withdraw ordinary shares from the depositary to terminate the ADS program.
• Difficulty in adapting to operating under the laws of Luxembourg.
• The deferment or abandonment of the transaction by the board of directors up to three days prior to the general shareholders meeting.
• Following completion, a delay or failure in the ability to redomicile to the United States via a 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.
• Adverse changes in the marketing industry.
• Changes in applicable laws or accounting practices.
• Failure related to Criteo's technology and its ability to innovate and respond to changes in technology.
• Uncertainty regarding Criteo's ability to access a consistent supply of internet display advertising inventory and expand access to such inventory.
• Investments in new business opportunities and the timing of these investments.
• Whether the projected benefits of the transaction, acquisitions, or other strategic transactions materialize as expected.
• Uncertainty regarding Criteo's international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies (such as changes in or new tariffs).
• The impact of competition.
• Uncertainty regarding legislative, regulatory, or self-regulatory developments regarding data privacy matters and the impact of efforts by other industry participants to comply therewith.
• Criteo's ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties.
• Failure to enhance Criteo's brand cost-effectively.
• Recent growth rates not being indicative of future growth.
• Criteo's ability to manage growth, potential fluctuations in operating results.
• Criteo's ability to grow its base of clients.

Future Outlook

The company expects to complete the cross-border conversion to Luxembourg in the third quarter of 2026, subject to shareholder approval and other customary conditions. Following this, Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States if deemed in the best interests of the company and its shareholders, subject to prior works council consultation.

Management Comments

• Frederik van der Kooi, Chairman of the Board of Directors, stated: "I am pleased that the Board of Directors agreed that this move positions us to unlock significant shareholder value by streamlining our corporate structure, enhancing our capital management flexibility and aligning our capital markets presence with our long-term strategic ambitions. As we move forward, Criteo remains deeply committed to its teams in France and its role in the French technology and AI innovation ecosystem."

Industry Context

Criteo operates as a global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners, leveraging an AI-powered advertising platform with access to over $1 trillion in annual commerce sales. This announcement primarily concerns a corporate structural change rather than direct industry trends, though it aims to enhance the company's strategic positioning within the global commerce and advertising technology landscape.

Corporate Governance

Stakeholder Impact

• Shareholders: Will vote on the conversion, potentially experience changes in shareholder rights, and are expected to benefit from unlocked shareholder value and enhanced capital management flexibility. ADS holders will need to instruct their depositary on voting.
• Employees: Criteo remains committed to its teams in France and its role in the French technology and AI innovation ecosystem.
• Regulatory Authorities: The transaction is subject to customary conditions and regulatory filings (e.g., SEC Form S-4).

Next Steps

• Hold a general meeting of shareholders on February 27, 2026, to obtain approval for the Conversion and related proposals.
• Complete the cross-border conversion from France to Luxembourg, expected in the third quarter of 2026, subject to shareholder approval and customary conditions.
• Potentially pursue a subsequent corporate redomiciliation from Luxembourg to the United States, subject to Board determination and works council consultation.

Key Dates

Recommendation

The filing details a significant corporate restructuring aimed at unlocking shareholder value and streamlining operations. While the Board's approval and setting of shareholder meeting dates indicate positive progress, the completion is subject to shareholder approval and other conditions, and the benefits are forward-looking. Investors should hold to observe the successful execution of this strategic move and the realization of its stated benefits, while also monitoring the outlined risks.

Keywords

Criteo, CRTO, Redomiciliation, Luxembourg, France, Corporate Governance, Shareholder Value, Nasdaq Listing, ADS Conversion, Cross-border Conversion, Capital Management, SEC Filing