Criteo will ask its shareholders on December 29, 2026 to approve the last step in moving its legal home out of Europe: a cross-border merger that would fold the Luxembourg-registered ad tech company into Criteo Holdings, Inc., a Delaware corporation, and move its stock listing from Nasdaq to the New York Stock Exchange. The definitive proxy statement and prospectus, dated November 5, 2026 and mailed to shareholders from that day, sets the general meeting for 11:00 a.m. Luxembourg time at the offices of law firm Loyens & Loeff in Luxembourg City. If at least two-thirds of the votes cast approve, the merger takes effect at 12:00:01 a.m. New York time on January 1, 2027, and the shares begin trading on the NYSE under the existing CRTO ticker on the next trading day.

Each Criteo ordinary share would be swapped one-for-one for a share of common stock in the Delaware company. According to the filing, about 49,069,757 shares would be issued, based on the shares outstanding on October 23, 2026. The company argues that nothing about the business changes. What the document shows, across 85 pages of proxy text and eight annexes, is that a great deal changes for the people who own it: the law governing their rights, the threshold for calling a meeting, the treatment of new share issues, the tax position of some US holders, and the defences available to the board if a buyer comes calling.

In Short

Criteo, a company that sells ads based on shopping data, wants to change its legal home from Luxembourg to the US state of Delaware and move its shares to the New York Stock Exchange. It says being an American company would help it get into more big US stock indices, which would bring in money from funds that automatically buy the companies in those indices. The vote happens on December 29, 2026, and if two-thirds of the votes cast say yes, Criteo becomes a US company on January 1, 2027, with new rules for its shareholders.

Four proposals, one condition

The meeting agenda carries four items. The Merger Proposal approves the Agreement and Plan of Merger and the Common Draft Terms of Cross-Border Merger, both dated August 5, 2026. The Discharge Proposal grants the directors a quitus, a Luxembourg-law release from the company's claims over their conduct from January 1, 2026 to the meeting date. The Omnibus Plan Proposal approves a new equity incentive plan for the Delaware company with a reserve of 5,130,000 shares. The Delegation Proposal authorises the board to appear before a Luxembourg notary to confirm that the merger conditions have been met.

The equity plan and the delegation only take effect if the merger passes. The merger and the discharge stand on their own. According to the filing, the merger requires a quorum of at least half of Lux Criteo's share capital, which on the October 23 share count means about 24.5 million shares present or represented, a PPC Land calculation. The other three proposals need a quorum of one-third and a simple majority of votes validly cast. If the first meeting misses its quorum, a second one can be convened with a one-third quorum for all items. Abstentions count toward the quorum but not as votes cast.

Only holders of record at the close of business on October 22, 2026 can vote. Proxy instructions must reach Computershare, the transfer agent, by 11:00 a.m. Luxembourg time on December 28, 2026. Criteo has hired Innisfree as proxy solicitor for a fee of up to $40,000 plus expenses, and the filing says it is distributing materials under the SEC's "Notice and Access" approach rather than mailing full printed sets to every holder.

The board approved the merger on July 29, 2026 and recommends a vote in favour of all four proposals.

The case Criteo makes: index funds

The stated rationale fits in one sentence, and the company repeats it in the chief executive's letter, the questions and answers, the summary and the board report. "We believe that the redomiciliation to the United States would position Criteo for broader inclusion in major U.S. stock indices and would thus enable broader access to the vast pool of passive capital that tracks such indices," according to the letter signed by chief executive Michael Komasinski.

The section headed Background for the Merger supplies the numbers behind that argument. "The transformation of capital markets over the past decade has fundamentally changed the investment landscape," it opens. Citing Bloomberg, the filing says passive investment strategies now represent more than half of US equity assets, against less than 30% when Criteo completed its initial public offering in 2013. Citing First Trust, it says passive mutual funds and ETFs recorded net inflows of $903 billion in 2025 while active funds lost $189 billion to net outflows. "Index exclusion may limit Criteo's access to a massive and growing pool of capital," the document states.

Why does domicile matter? According to the filing, "certain key U.S. indices use a U.S. domicile as one of their criteria for a company's inclusion." The document does not name those indices, does not say which ones Criteo currently fails to qualify for, and gives no estimate of how much passive ownership a US domicile might add. Nor does it quantify the cost of the merger. The risk factors list attorneys' fees, accountants' fees, other advisers' fees, filing fees, mailing and printing expenses, indirect tax costs in jurisdictions where Criteo has subsidiaries, and the expense of holding board and shareholder meetings in the United States, without putting a figure on any of them.

Index membership has been a recurring milestone for listed ad tech companies. The Trade Desk joined the S&P 500 effective July 18, 2025, replacing ANSYS after its acquisition by Synopsys. In June 2026, Taboola announced its addition to the Russell 3000 and Russell 2000 at that year's reconstitution.

Why Luxembourg came first

Criteo was incorporated in France on November 3, 2005 as a société par actions simplifiée and became a société anonyme on March 3, 2006. It listed on Nasdaq in 2013 through American Depositary Shares, each representing one French ordinary share. The filing says the board, its strategy committee and senior management had periodically considered alternatives including staying French, staying in Luxembourg, moving to other jurisdictions and listing on other exchanges.

The route to Delaware ran through Luxembourg. When Criteo first announced the plan on October 29, 2025, the company noted that French law did not provide a framework for a direct merger into a US corporation. The proxy states the positive version of that point: Luxembourg "has a well-established regime of cross-border mergers between Luxembourg and U.S. companies," which the company says facilitates a subsequent transfer to the United States.

The first leg went through without resistance. The board approved the Luxembourg conversion on January 7, 2026 and set a February 27 vote. Glass Lewis and ISS both recommended support, and shareholders approved the conversion on February 27 with 50,511,371 votes in favour and 114,993 against. The conversion took effect on July 29, 2026, when Criteo ended its ADS programme and its ordinary shares began trading directly on Nasdaq. According to the proxy, ending the ADS structure "increased the Company's access" to passive capital, but the Luxembourg company still does not meet the domicile test used by some US indices.

Between the two legs, Criteo consulted its employees. The filing says the company delivered an information memorandum on the merger to its works council on May 12, 2026, held the first consultation meeting on May 18 and received the works council's opinion on July 21. It does not disclose what the opinion said.

The meeting date moved

The vote was not always set for December 29. PPC Land's analysis of October 31, 2026 recorded that the registration statement Criteo Holdings filed on August 5, 2026 pointed to a general meeting in Luxembourg on December 15, 2026. The definitive proxy sets the meeting two weeks later. One annex was not updated: the board's conflict-of-interest report, dated July 29, 2026 and reproduced as Annex A, still refers to a general meeting "to be held on or around December 15, 2026." The filing gives no reason for the change.

The later date leaves little room. Under Section 6 of the Draft Terms, the conditions must be satisfied or waived by 12:00:00 p.m. Luxembourg time on December 31, 2026, two days after the meeting, unless the two boards agree otherwise. Those conditions are shareholder approval, an effective registration statement with no stop order, no law or injunction blocking the deal, approval of the common stock for listing on a nationally recognised US exchange, and all material governmental consents. For accounting purposes, the Luxembourg company's operations will be treated as carried out on behalf of the Delaware company from midnight Central European Time on January 1, 2027.

The board also keeps an exit. "We may decide to terminate the Merger Agreement and abandon the Merger at any time prior to the Effective Time," the filing states. If the merger fails, Lux Criteo continues as a Luxembourg company and its shares stay on Nasdaq.

What changes for shareholders

The filing is direct about the scale of the legal shift. Because Delaware and Luxembourg law differ, "we are unable to adopt governing documents for U.S. Criteo that are identical, or even substantially similar," to Lux Criteo's articles, according to the document. The Comparison of Shareholder Rights section runs for about 15 pages. Several differences stand out.

Calling meetings and adding agenda items

Under Luxembourg law and Criteo's current articles, shareholders holding at least 10% of the share capital can require the board to convene a general meeting. The same 10% can add items to the agenda of any meeting by registered letter sent at least five days before it. Under the new bylaws, special meetings would be called by the chair or chief executive, at the request of a board majority, or at the written request of holders of at least 25% of the outstanding shares entitled to vote. Only business named in the notice could be conducted.

For annual meetings, the bylaws replace the five-day window with an advance notice requirement: nominations and proposals must arrive between 90 and 120 days before the anniversary of the previous year's meeting. The risk factors describe these advance notice rules as "lengthier than the current and historical requirements of the Company," and the special-meeting threshold as "higher than the current and historical requirements." Stockholder action by written consent would be prohibited.

Some rights are added. The bylaws introduce proxy access: a group of up to 20 stockholders owning at least 3% of the voting stock continuously for three years could nominate directors for inclusion in the company's own proxy materials, up to the greater of two nominees or 20% of the board. For the 2027 annual meeting, Rule 14a-8 proposals must reach the company by January 8, 2027, and notices under the universal proxy rule, Rule 14a-19, by April 30, 2027.

New shares and pre-emptive rights

The capital structure changes sharply. Lux Criteo's issued capital stood at EUR 1,226,743.925 on October 23, 2026, divided into 49,069,757 shares of EUR 0.025 each. Its authorised but unissued capital is EUR 123,722.375, equal to about 4.9 million shares, or roughly 10% of the issued capital. The Delaware company would have authority to issue 510,000,000 shares: 500,000,000 of common stock and 10,000,000 of preferred stock, each with a par value of $0.01. That is about ten times the number of shares that will be outstanding, a PPC Land calculation.

The board would be able to issue preferred stock in series with terms it sets, including voting and conversion rights. The filing says there is "no present intention" to issue preferred shares. NYSE rules would still require stockholder approval for most issuances of 20% or more of the common stock or voting power outside public offerings and certain private financings.

Pre-emptive rights disappear. Luxembourg law gives existing shareholders preferential subscription rights in cash share issues, which can be limited or withdrawn within the authorised capital for up to five years. According to the filing, holders of the Delaware common stock "will not be entitled to pre-emptive or other similar subscription rights."

Directors, liability and the courts

The board would be classified into two classes serving staggered two-year terms until the seventh annual meeting after the merger. During that period, stockholders could remove directors only for cause. From the seventh annual meeting, all directors would serve one-year terms and could be removed with or without cause. The filing says the staggered structure is one "which is consistent with how the current and historical Board of Directors has served." Board vacancies, including newly created seats, could be filled by the remaining directors. The bylaws set the board at between 3 and 15 members. Both the board and holders of a majority of the outstanding shares could amend the bylaws.

The certificate of incorporation would exculpate both directors and officers from personal liability for monetary damages for breach of fiduciary duty, subject to the usual Delaware carve-outs, including breaches of the duty of loyalty and acts not in good faith. For officers, the exculpation does not cover actions brought by or in the right of the corporation. Directors and officers would also sign individual indemnification agreements with the Delaware company.

Litigation would be channelled. The Court of Chancery of the State of Delaware would be the exclusive forum for derivative suits, fiduciary duty claims and claims under Delaware corporate law, and US federal district courts would be the exclusive forum for claims under the Securities Act. The risk factors acknowledge that these provisions "may discourage lawsuits against U.S. Criteo and its directors, officers and other employees."

There are no appraisal or dissenters' rights in this merger. Luxembourg law does not grant them for this transaction, according to the filing. Once in Delaware, stockholders would gain the judicial appraisal rights that Delaware law provides in certain future mergers.

The takeover question the filing does not raise

The proxy arrives four months after Bloomberg and Reuters reported that Vista Equity Partners and Quinti Capital had approached Criteo with an offer at a premium of more than 50% to its recent trading price. The shares closed 21.4% higher at $23.17 on July 6, 2026. As of October 31, 2026, Criteo had not publicly confirmed or denied the approach, and the proxy statement does not mention it either. It does not refer to any acquisition proposal, and it says the company "may" abandon or delay the merger if its estimated cost rises or the expected benefits fall short.

What the document does contain is a set of provisions that bear directly on any future bid. The risk factors state that the certificate and bylaws "could have the effect of delaying or preventing changes in control or changes in management or the Board of Directors." The description of securities is more explicit about intent: "These provisions encourage persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with the Board of Directors rather than pursue non-negotiated takeover attempts."

The Delaware company would be subject to Section 203 of the Delaware General Corporation Law, which bars a business combination with a holder of 15% or more of the voting stock for three years after that holder crosses the threshold, unless the board approved it in advance, the holder reached 85% in the same transaction, or the deal wins board approval plus two-thirds of the stock not held by that holder. According to the filing, the anti-takeover provisions of Luxembourg's takeover law do not apply to Lux Criteo, because its shares do not trade on a regulated market in an EU member state.

The picture is not one-directional. Delaware law also offers acquirers well-worn routes to completion that Criteo's current structure lacks or limits. The filing notes that the DGCL permits a parent holding at least 90% of a subsidiary to complete a short-form merger by board resolution alone, and allows a merger to close promptly after a tender offer without a separate stockholder vote where the buyer obtains the shares needed to approve the merger. The current Luxembourg articles contain a squeeze-out mechanism that applies only after an offer recommended by at least two-thirds of the directors present, and only once the bidder holds at least 95% of the shares.

The equity plan adds another layer. Under the new Omnibus Plan, awards that a buyer assumes would not vest automatically on a change in control. Performance awards would be treated as earned at target, and unvested awards would accelerate in full only if the holder is terminated without cause within 12 months of the deal. Awards that a buyer does not assume would vest in full at closing.

Who owns Criteo, and who decides

Five institutions each hold more than 5% of the shares, based on Schedule 13G filings with dates ranging from August 2025 to August 2026. According to the beneficial ownership table, Neuberger Berman Group holds 7,953,728 shares, or 16.21%; DNB Asset Management holds 5,486,161, or 11.18%; Morgan Stanley holds 4,908,581, or 10.00%; Senvest Management holds 4,597,322, or 9.37%; and Barclays holds 3,035,479, or 6.19%. Together that is 52.95% of the outstanding shares, a PPC Land calculation, although some of those filings are more than a year old and the holdings may have changed. Neuberger Berman reports shared voting power over only 5,867,080 of its shares.

Executive officers, directors and director nominees as a group own 917,159 shares, or 1.87%, a figure that includes former chief executive Megan Clarken, who retired in February 2025, and former chief financial officer Sarah Glickman. Komasinski is listed with 61,302 shares, including 44,894 restricted stock units vesting within 60 days of October 23, 2026.

The share register has shrunk. Basic weighted average ordinary shares outstanding were 56,170,658 in 2023, 54,817,136 in 2024 and 52,934,526 in 2025, according to the burn-rate table. The October 23, 2026 count of 49,069,757 is 12.6% below the 2023 average, a PPC Land calculation. Even within the past three months the number fell: the Draft Terms record 49,228,895 shares on August 5, 2026, which is 159,138 more than the October figure.

A falling share price

The filing includes a month-by-month table of Criteo's trading on Nasdaq from January 2025 to September 2026. The shares closed January 2025 at $37.99 and September 2026 at $15.20, a decline of 60%, according to PPC Land's arithmetic on those closing prices. February 2025 brought the period's high of $47.265. July 2026, the month of the takeover reports, produced a high of $25.29 and a close of $21.82. August 2026 recorded both the heaviest volume in the table, 13,138,430 shares, and a close of $17.65 after Criteo cut its full-year outlook to a decline of 10% to 12% on August 5.

At the September close, the 49,064,782 shares outstanding on September 30 carried a market value of about $746 million, a PPC Land calculation. That compares with roughly $1.16 billion after the July 6 rally, according to PPC Land's report at the time.

The exchange ratio was set against a different reference point. According to the Draft Terms, the boards used Criteo's Nasdaq closing price of $18.28 on June 30, 2026 as the fair market value of the outstanding shares. They valued the Delaware subsidiary at its accounting net asset value on the same date, which was negative $21,648. The subsidiary was created with 100 shares issued to the French parent on November 18, 2025 for $1.00 in total, and those shares will be cancelled at closing. An independent expert, Makery S.à r.l., is examining the ratio under Luxembourg law for a fee of EUR 80,000 excluding VAT.

Tax: who pays, and who does not

The filing describes the merger as intended to qualify as a "reorganization" under Section 368(a) of the US Internal Revenue Code. Even so, Section 367(b), which taxes certain transactions involving foreign corporations, will generally apply to US holders, and the result depends on the size of the holding.

A US holder owning Lux Criteo shares worth less than $50,000 on the effective date, and not a 10% holder, generally recognises no gain or loss. A US holder at or above $50,000 who is not a 10% holder must either recognise any gain, but not any loss, as if the shares had been sold, or elect to include in income as a deemed dividend the "all earnings and profits amount" attributable to the shares. A 10% US holder must include that amount as a deemed dividend. At September's closing price of $15.20, the $50,000 threshold corresponds to about 3,290 shares, a PPC Land calculation; the test applies to the value on the effective date.

For holders who bought at the higher prices of early 2025, gains may not exist at all. The filing is cautious about the earnings figures needed for the election. "Lux Criteo is currently in the process of attempting to determine its historical and current earnings and profits," it states, adding that the company anticipates posting the information on criteo.com once it is reasonably available and that there can be no assurance the IRS will agree with its determination. On the passive foreign investment company rules, the company states that "we do not believe that we were a PFIC for our taxable year ending December 31, 2025" and does not expect to be one in 2026.

Non-US holders are generally not expected to face material US federal income tax on the exchange, although non-US corporations that themselves have US shareholders may be treated as receiving a deemed dividend. After the merger, any dividends the Delaware company pays to non-US holders would generally be subject to 30% US withholding unless a treaty reduces the rate.

In Luxembourg, the merger is treated as a deemed disposal of the shares at fair market value. According to the filing, non-resident holders are taxed on any gain only if they have held more than 10% of the capital at any time in the past five years and meet further conditions on prior residence or a holding period of under six months. The merger itself carries a fixed Luxembourg registration duty of EUR 75.

At the company level, the filing warns that as a Delaware corporation Criteo may be taxed in the US on income earned abroad under the controlled foreign corporation rules. "We cannot provide any assurance as to what our worldwide effective tax rate will be after the Merger," the filing states. The redomiciliation has already cost money: on the November 4, 2026 earnings call, chief financial officer Connor McGogney said the third-quarter tax provision included a one-time tax impact of $6 million associated with it.

A new equity plan for the US company

The Omnibus Plan Proposal would replace three existing plans, the 2016 stock option plan and the 2015 time-based and performance-based restricted stock unit plans, with a single plan for the Delaware company. All awards outstanding under the old plans would convert one-for-one into awards over Delaware common stock on unchanged terms. The 2,763,574 shares still available under the old plans at September 30, 2026 would be cancelled.

The new reserve of 5,130,000 shares equals 10.5% of the shares outstanding on October 23, 2026, a PPC Land calculation. Including awards already outstanding, the company puts its overhang at between 12.72% and 23.17%, depending on how much it uses treasury shares to settle restricted stock units and performance units. The company estimates that the reserve is "sufficient to cover our anticipated equity award grants for approximately 12 months following the Effective Time," and expects stockholders to vote on a new or additional reserve at the next general meeting. The filing says the reserve calculation took into account the share price and its volatility, the burn rate, the overhang and the terms of outstanding awards.

Criteo's burn rate, the shares granted or earned each year as a share of weighted average shares outstanding, was 4.10% in 2023, 3.61% in 2024 and 4.92% in 2025, according to the filing, for a three-year average of 4.21%. In 2025 the company granted 2,459,692 time-based restricted stock units and 868,948 performance units, the latter counted at the maximum payout of 200% of target.

Other terms include a minimum vesting period of 12 months for all but 5% of the reserve; no repricing, reload features or evergreen top-up; and a limit of $800,000 in combined equity and cash per non-employee director per calendar year, which the plan administrator can raise to $1,000,000 in a director's first year or for a board leadership role. A French sub-plan would cover participants working or living in France. For the first time, independent contractors and consultants would be eligible for equity awards. As of June 30, 2026, about 3,442 employees, 7 non-employee directors and 27 consultants and independent contractors would have been eligible.

Interests of insiders

The filing discloses two arrangements tied to the merger. Completing it is one of several performance milestones in the 2026 annual bonus of the chief executive and of the chief legal and transformation officer. It accounts for up to 6% of the chief executive's maximum bonus opportunity, or up to $90,000, and up to 10% of the chief legal and transformation officer's maximum, or up to $68,600. On those figures, the maximum bonus opportunities are $1.5 million and $686,000 respectively, a PPC Land calculation.

The second involves warrants. Directors Edmond Mesrobian, Nathalie Balla and Rachel Picard hold non-employee warrants under French-law agreements that would normally accelerate on a merger of the company into another, with unexercised warrants becoming null and void. On July 29, 2026, the board waived that obligation so the three can keep their warrants after the merger, exercisable for Delaware common stock on a one-for-one basis. The three declared a conflict of interest and did not vote on the decision, according to the board report in Annex A. The weighted average exercise price of outstanding warrants is $27.76, with an average remaining term of 1.99 years, according to the overhang table, which puts it well above the September closing price.

Mesrobian has since left. According to the beneficial ownership notes, he resigned from the board on October 28, 2026, and Jianchang "JC" Mao was appointed by co-optation the same day to fill the vacancy left by a former director. Under Luxembourg law, Mao's term lasts only until the general meeting. The filing says the Delaware board is expected to appoint him from the effective time.

What the business looks like in the filing

The Information Related to U.S. Criteo section carries a short business description. "In 2025, we drove approximately $39 billion in commerce outcomes for our clients," it states. It also says Criteo served about 17,000 clients in 2025 with an average retention rate of about 90%, had exposure to $1 trillion in online sales transactions, activated $4.3 billion in media spend and delivered more than 2 trillion targeted ads.

One figure stands apart from the company's recent materials. The proxy says Criteo's technology activates commerce insights across channels, "reaching over 3 billion daily active users." In its November 4, 2026 release on connected TV, Criteo cited 740 million daily active users. The proxy does not explain the gap, and the two figures may not measure the same thing.

The strategic language is familiar from earlier releases. "Our Performance Media business is transforming from a managed-service model to a self-service, AI-centric platform," the filing says, naming Criteo GO as the centre of that shift. In retail media, the company describes helping retailers sell advertising on their own sites and on other media owners' properties. On agentic AI, it states: "Our Model Context Protocol (MCP) server lays the foundation, already powering campaigns in AI-driven workflows." The section also mentions new AI agents for building audiences and insights.

Those descriptions sit against a weaker set of results. On November 4, 2026, Criteo reported third-quarter revenue of $416.5 million, down 11%, and Contribution ex-TAC of $240.4 million, down 17%, according to its results release, and kept a full-year forecast of a 10% to 12% decline in Contribution ex-TAC at constant currency.

Operations and staff

For clients, publishers and retail partners, the filing's position is that nothing operational moves. "Our vision, strategy, and operations will remain unchanged," Komasinski wrote. The Delaware company's principal executive office is at 387 Park Avenue South in New York. All assets, contracts and liabilities of the Luxembourg company transfer to the Delaware company by universal succession. The risk factors nevertheless warn that relationships "with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders" could be disrupted, including through termination, default or acceleration provisions in contracts that may be triggered or claimed to be triggered by the merger.

The parent companies themselves employ few people. According to the board reports, Lux Criteo has 3 employees in Luxembourg, whose contracts will have ended before the merger takes effect, and 16 employees at its French branch at 32 rue Blanche in Paris. Those 16 transfer by operation of French labour law to the French branch of the Delaware company, which has been subject to French corporate income tax since November 20, 2025. The Delaware company has no employees of its own. Criteo's French employee committee, the comité social et économique, was informed and consulted on the merger.

What the filing leaves open

Several points remain unresolved in the document itself. It does not name the US indices that motivate the move, the expected change in passive ownership, or the total cost of the transaction. It does not explain why the meeting moved from mid-December to December 29. It does not address the reported takeover approach. The earnings and profits figures that US holders above $50,000 would need for the tax election have not yet been calculated.

Komasinski closed his letter on an expansive note. "We believe this transition will help us build a more agile company to create lasting value for our shareholders," he wrote. Whether index committees agree will become clear only after January 1, 2027, if two-thirds of the votes cast on December 29 allow the merger to proceed.

Timeline

  • November 3, 2005: Criteo is incorporated in France as a société par actions simplifiée.
  • March 3, 2006: Criteo converts to a French société anonyme.
  • 2013: Criteo completes its initial public offering on Nasdaq through American Depositary Shares.
  • July 18, 2025: The Trade Desk joins the S&P 500, replacing ANSYS.
  • October 22, 2025: Criteo's board discusses the conversion to Luxembourg and finds it in the company's best interests.
  • October 29, 2025: Criteo announces its plan to leave France for Luxembourg, with a later transfer to the United States in view.
  • November 18, 2025: Criteo Holdings, Inc. issues 100 shares to the French parent for $1.00.
  • November 20, 2025: The French branch of Criteo Holdings, Inc. becomes subject to French corporate income tax.
  • January 7, 2026: The board approves the Luxembourg conversion and sets a February 27 vote.
  • February 13, 2026: Glass Lewis and ISS back the conversion.
  • February 27, 2026: Shareholders approve the move to Luxembourg with 50,511,371 votes for and 114,993 against.
  • May 12, 2026: Criteo delivers an information memorandum on the US merger to its works council; the first consultation meeting follows on May 18.
  • June 2026: Taboola announces its addition to the Russell 3000 and Russell 2000.
  • June 29, 2026: Criteo's 2026 annual meeting, the reference date for 2027 stockholder proposals.
  • June 30, 2026: Criteo closes at $18.28 on Nasdaq, the price used to set the exchange ratio; the Delaware subsidiary's net asset value is negative $21,648.
  • July 6, 2026: Bloomberg and Reuters report a Vista Equity Partners and Quinti Capital approach at a premium of more than 50%; shares close 21.4% higher at $23.17.
  • July 21, 2026: The works council issues its opinion on the merger.
  • July 29, 2026: The Luxembourg conversion takes effect and the ADS programme ends; the board approves the US merger, adopts the Omnibus Plan and waives the warrant exercise obligation for three directors.
  • August 5, 2026: The Merger Agreement and Draft Terms are signed; Criteo Holdings files its registration statement and Criteo cuts its 2026 outlook to a 10% to 12% decline.
  • September 30, 2026: Criteo closes at $15.20; 2,763,574 shares remain available under the old equity plans.
  • October 22, 2026: Record date for the general meeting.
  • October 23, 2026: 49,069,757 ordinary shares outstanding.
  • October 28, 2026: Edmond Mesrobian resigns from the board; Jianchang Mao is co-opted.
  • October 31, 2026: PPC Land reports the merger vote scheduled for December 15 and notes Criteo's silence on the takeover approach.
  • November 4, 2026: Criteo reports third-quarter results, including a one-time $6 million tax impact tied to the redomiciliation.
  • November 5, 2026: The definitive proxy statement and prospectus is dated and mailing begins.
  • December 28, 2026, 11:00 a.m. Luxembourg time: Deadline for proxies and voting instructions.
  • December 29, 2026, 11:00 a.m. Luxembourg time: General meeting in Luxembourg.
  • December 31, 2026, 12:00 p.m. Luxembourg time: Deadline for merger conditions to be satisfied or waived.
  • January 1, 2027, 12:00:01 a.m. New York time: Merger takes effect if approved; NYSE trading under CRTO begins on the next trading day.
  • January 8, 2027: Deadline for Rule 14a-8 proposals for the 2027 annual meeting.
  • April 30, 2027: Deadline for Rule 14a-19 notices for the 2027 annual meeting.

Summary

Who: Criteo S.A., the Luxembourg-registered ad tech company listed on Nasdaq as CRTO, its board led by chair Frederik van der Kooi and chief executive Michael Komasinski, its wholly owned Delaware subsidiary Criteo Holdings, Inc., and its shareholders, led by Neuberger Berman, DNB Asset Management, Morgan Stanley, Senvest Management and Barclays.

What: A definitive proxy statement and prospectus asking shareholders to approve a cross-border merger that would make Criteo a Delaware corporation listed on the NYSE, together with a director discharge, a 5,130,000-share equity plan and a delegation of powers. The new charter and bylaws raise the special-meeting threshold to 25% from 10%, remove pre-emptive rights, add a classified board until the seventh annual meeting, adopt Delaware's Section 203 and exclusive forum rules, and introduce proxy access. US holders with $50,000 or more in shares must recognise any gain or elect a deemed dividend under Section 367(b).

When: The document is dated November 5, 2026. The general meeting is on December 29, 2026, conditions must be met by noon on December 31, and the merger is set to take effect at 12:00:01 a.m. New York time on January 1, 2027.

Where: The meeting takes place at Loyens & Loeff's offices in Luxembourg City. The surviving company would be incorporated in Delaware, with its principal executive office in New York and its shares on the New York Stock Exchange.

Why: Criteo says a US domicile would position it for broader inclusion in major US stock indices and access to passive capital. For marketers and publishers working with Criteo, the company says operations do not change, but the move reshapes who can influence the company, how a future acquirer would deal with it, and what the company's equity programme costs shareholders in dilution.