Criteo's board approved the next leg of a journey toward US incorporation on the same day its legal home shifted from France to Luxembourg, even as an unresolved takeover approach hangs over the company.

Criteo completed today the transfer of its legal domicile from France to Luxembourg through a cross-border conversion, according to a statement released by the company. The change took effect July 29, 2026, and marks the second corporate relocation the commerce media platform has pursued since it first disclosed the plan on October 29, 2025.

Alongside the completion of the Luxembourg conversion, Criteo's Board of Directors approved a further step: a subsequent transfer of the company's legal domicile from Luxembourg to the United States. According to the company, that second move will be structured as a cross-border merger of Criteo into a wholly owned US subsidiary, described in the announcement as the "US Merger." The US Merger remains subject to shareholder approval and other customary conditions, with completion expected in January 2027.

What changed today

The most immediate operational consequence involves how investors hold Criteo stock. In connection with the conversion, the company terminated its American Depositary Share program. Every holder of ADSs at the time of the conversion had those shares mandatorily surrendered, automatically receiving one ordinary share of the company per ADS in exchange, according to Criteo. The ordinary shares began trading directly on Nasdaq today under the unchanged ticker symbol CRTO.

Until this conversion, Criteo traded on Nasdaq through ADSs, an intermediary structure common among foreign private issuers that lets shares of a non-US company trade on a US exchange without a direct listing. Removing that layer is not simply cosmetic. According to the company, eliminating the fees and complexities associated with ADSs carries the potential to increase stock liquidity, since ordinary shares trading directly avoid the conversion ratios, custody arrangements, and depositary fees that typically accompany an ADS structure.

The Board's approval of the subsequent US transfer followed completion of the company's works council consultation, a process required under French and, in this intermediate phase, Luxembourg corporate governance frameworks whenever restructuring affects employee interests. That consultation requirement had already shaped the timeline for the France-to-Luxembourg leg; Criteo noted when it first announced the plan that consultation with its French works council would proceed for a maximum period of two months, a detail PPC Land reported in its coverage of the October 2025 announcement.

The rationale, in the company's own words

Frederik Van der Kooi, Chairman of Criteo's Board of Directors, characterized the completed step as a milestone rather than an endpoint. "Criteo's redomiciliation to Luxembourg is an important milestone in our journey toward becoming a U.S.-domiciled company, which the Board is confident will increase long-term shareholder value and corporate flexibility," Van der Kooi said, according to the company's statement. He added a note of gratitude directed at investors: "I would like to thank our shareholders for their continued support as we advance this process."

Van der Kooi's language ties directly to arguments the company advanced months before this conversion took effect. As previously announced, and after considering various factors, Criteo's Board of Directors believes that the conversion and the subsequent US Merger will enhance shareholder value over the long term through three specific mechanisms, according to the company. First, positioning Criteo for inclusion in US stock indices, subject to meeting other eligibility criteria, would expand its access to passive investment capital and trigger benchmarking activity from actively managed funds, broadening the shareholder base. Second, the restructuring would provide greater capital management flexibility by reducing or eliminating restrictions tied to share repurchases and holdings of treasury shares - restrictions that French corporate law imposes but that Luxembourg and US jurisdictions handle differently. Third, eliminating the ADS structure itself removes associated fees and complexities.

The path to New York

Criteo's disclosure extends beyond the domicile question to where its shares will ultimately trade. In connection with the redomiciliation to the United States, the company expects to move the listing of its common stock from Nasdaq to the New York Stock Exchange, effective upon completion of the US Merger and subject to applicable listing requirements, according to Criteo. The company said it expects to benefit from the NYSE's index advisory capabilities, which it believes can support consideration for inclusion in major indices and enhance its positioning within US capital markets.

That plan represents a departure from Criteo's listing history. The company has traded on Nasdaq since its original US listing, and today's conversion preserved that continuity by keeping the CRTO ticker in place even as the underlying share structure changed. A subsequent exchange switch, should it proceed as outlined, would be a separate and later event from the legal domicile transfer now underway.

The mechanics of the delayed second redomiciliation carry conditions the company has been transparent about since the plan's inception. The US Merger requires shareholder approval and other customary conditions, and Criteo's own risk disclosures - repeated in filings tied to this announcement - list several ways the process could stall or fail, including failure to obtain the required shareholder vote, failure to satisfy other conditions, the possibility that the merger is never completed, and the impact of any legal proceedings or regulatory actions instituted in connection with either the Luxembourg conversion or the US Merger.

A shareholder vote that came five months earlier

Today's completion did not arrive as a surprise decision. Criteo shareholders had already cleared the principal hurdle for the France-to-Luxembourg leg at an extraordinary general meeting on February 27, 2026, casting more than 50.5 million votes in favor against just 114,993 opposed, a margin PPC Land detailed in its report on the vote. Two proxy advisory firms, Glass Lewis and Institutional Shareholder Services, had recommended in favor of the proposals roughly two weeks ahead of that meeting, according to PPC Land's coverage of those recommendations.

Shareholders who opposed the conversion retained a specific financial exit. Those voting against the proposals were entitled to surrender their shares for cash at EUR 17.94 per American Depositary Share, a figure calculated from the 30-day volume-weighted average price preceding October 29, 2025, the date Criteo first announced its intention to leave France, according to PPC Land's reporting at the time of the shareholder vote. The conversion's terms also capped total dissenting exits, a structural safeguard that limited how much capital could leave the company through that mechanism regardless of how many shareholders chose it.

Why did Criteo pursue this two-step relocation instead of moving directly from France to the United States? The answer lies in a legal gap rather than a preference. French law provides no framework for a direct merger of a French company into a US corporation, while Luxembourg's cross-border merger regime carries no equivalent restriction, a distinction the company cited when it first announced the plan and that PPC Land reported in its original coverage of the October 2025 disclosure. Luxembourg functions, in this sense, as a legal bridge rather than a final destination.

An unresolved bid sits alongside the completed conversion

Today's announcement lands roughly three weeks after news broke that private equity firm Vista Equity Partners and its partner Quinti Capital had submitted a takeover offer for Criteo at a premium of more than 50 percent above the company's recent share price. Two sources familiar with the matter told Reuters of the approach, in reporting PPC Land covered in its analysis of the bid's implications for the adtech sector. Bloomberg News had surfaced the disclosure first, and Criteo's Nasdaq-listed shares closed 21.4 percent higher at 23.17 dollars that Monday, July 6, giving the company a market value of roughly 1.16 billion dollars.

Criteo has not publicly disclosed how it intends to respond to the approach. PPC Land's reporting on the offer noted several open questions that remained unaddressed as of early July, including whether the company had retained financial or legal advisors, whether any exclusivity period had been agreed, and whether other potential bidders had expressed interest, details covered in PPC Land's report on the Vista Equity and Quinti Capital offer.

The redomiciliation and the takeover approach occupy the same calendar window by coincidence of timing rather than by design, since the conversion plan predates the bid by more than eight months. Even so, the overlap raises a practical question for market participants: a cross-border legal restructuring already in motion does not pause for an unsolicited acquisition approach, and Criteo has proceeded with the Luxembourg step exactly as scheduled while the Vista Equity matter remains open.

Financial backdrop

The corporate restructuring has proceeded against a period of financial pressure for Criteo. The company reported first-quarter 2026 revenue of 424.6 million dollars, down 6 percent year-over-year, alongside a 79 percent decline in net income to 8.6 million dollars, even as media spend crossed 1 billion dollars in a single quarter for the first time, according to PPC Land's coverage of those results. The pressure traces substantially to scope reductions from major retail media clients, a headwind the company estimated could strip as much as 75 million dollars from 2026 revenue when it first disclosed the change.

None of that financial context alters the terms disclosed in today's announcement, which addresses the domicile transfer and the subsequent merger step rather than quarterly performance. But it frames why the company's board continues to describe capital markets access and index eligibility as strategic priorities: a US-domiciled, NYSE-listed Criteo would compete for the passive and benchmark-driven investment flows that indices direct, at a moment when the company's own operating metrics have given investors reasons for caution.

Regulatory filings ahead

Completion of the US Merger will require a further layer of documentation beyond today's board approval. According to Criteo, a subsidiary of the company intends to file a Registration Statement on Form S-4 with the US Securities and Exchange Commission that will include a preliminary proxy statement for a special meeting of shareholders called to approve the merger and related proposals. That filing will also constitute a preliminary prospectus of the filing subsidiary.

Once the SEC declares that registration statement effective, a definitive proxy statement and prospectus will be made available to shareholders of record ahead of the vote on the US Merger, according to the company. Criteo and its subsidiaries may file additional documents with the SEC regarding the merger as the process advances. The company's forward-looking statement disclosures, standard in announcements of this kind, list a lengthy set of risk factors that could affect the outcome, including uncertainty about shareholder approval, potential legal proceedings connected to either transaction, and the general disruption that corporate restructuring can introduce to relationships with employees, suppliers, lenders, and other stakeholders.

Why this matters for marketers

For advertisers, agencies, retailers, and publishers who rely on Criteo's commerce media and retail media infrastructure, today's announcement changes corporate structure rather than product functionality. The conversion affects where Criteo is legally domiciled and how its shares trade; it does not alter the company's operational headquarters, its retail media partnerships, or the technology stack that clients use day to day. That distinction matters because corporate restructuring announcements in adtech sometimes coincide with, or are mistaken for, service disruptions.

What the restructuring does affect is the company's capital position and, potentially, its ownership. A NYSE listing and index eligibility could broaden Criteo's investor base at a time when the company also faces an open takeover approach - two dynamics that pull in different directions. Index inclusion and passive capital flows tend to support long-term ownership continuity; a going-private transaction, by contrast, would remove the company from public markets altogether and end the very capital markets strategy the redomiciliation was designed to enable. Which of those paths Criteo ultimately follows will likely matter more to clients and partners than the domicile change itself, since a change in ownership structure - rather than a change in country of incorporation - carries the greater potential to affect product roadmaps, partnership terms, or executive continuity.

The sequence also illustrates a pattern PPC Land has tracked across the advertising technology sector this year: mid-sized platforms navigating simultaneous pressures from consolidation, private equity interest, and efforts to reposition for capital markets access, a pattern PPC Land's industry analysis following the takeover bid situated alongside Publicis Groupe's acquisition of LiveRamp and Novacap's absorption of Integral Ad Science.

Timeline

  • October 29, 2025 - Criteo first announces plans to redomicile from France to Luxembourg, alongside third-quarter 2025 results showing revenue of $470 million and net income of $40 million; exit price for dissenting shareholders set at EUR 17.94 per ADS.
  • January 7, 2026 - Criteo's board formally approves the cross-border conversion to Luxembourg and schedules a shareholder vote, as PPC Land reported.
  • February 14, 2026 - Glass Lewis and Institutional Shareholder Services recommend shareholders approve the conversion ahead of the scheduled vote.
  • February 27, 2026 - Shareholders approve the France-to-Luxembourg conversion in a landslide, with more than 50.5 million votes in favor against 114,993 opposed.
  • May 6, 2026 - Criteo reports first-quarter 2026 results showing revenue down 6 percent to $424.6 million and media spend surpassing $1 billion for the first time in a single quarter.
  • July 6, 2026 - News breaks that Vista Equity Partners and Quinti Capital submitted a takeover offer for Criteo at a premium exceeding 50 percent, sending shares up 21.4 percent.
  • July 29, 2026 - Criteo completes the transfer of its legal domicile to Luxembourg, terminates its ADS program, and its Board approves a subsequent transfer of domicile to the United States expected to complete in January 2027.

Summary

Who: Criteo S.A. (NASDAQ: CRTO), a global commerce intelligence platform.

What: Criteo completed the transfer of its legal domicile from France to Luxembourg through a cross-border conversion, terminated its American Depositary Share program in favor of directly listed ordinary shares, and had its Board of Directors approve a subsequent transfer of legal domicile from Luxembourg to the United States.

When: The Luxembourg conversion took effect July 29, 2026. The subsequent US Merger is expected to complete in January 2027, subject to shareholder approval and other customary conditions.

Where: The conversion shifts Criteo's legal domicile from France to Luxembourg, with ordinary shares continuing to trade on Nasdaq under the ticker CRTO. The company expects to later move its listing to the New York Stock Exchange upon completion of the US Merger.

Why: According to Criteo, the restructuring is intended to position the company for potential inclusion in US stock indices, provide greater capital management flexibility by reducing restrictions on share repurchases and treasury share holdings, and eliminate fees and complexities associated with the ADS structure, all with the stated goal of increasing long-term shareholder value.