Criteo shareholders approved a cross-border conversion from France to Luxembourg on February 27, 2026, with 50.5 million votes in favour, clearing the path for a Q3 2026 legal redomiciliation.
Criteo today secured overwhelming shareholder approval to transfer its legal domicile from France to Luxembourg, a structural shift that the company's board believes will expand its access to U.S. capital markets and remove long-standing corporate constraints tied to French law. The vote, held at a general meeting at the company's registered office at 32 Rue Blanche, 75009 Paris, marks a significant turning point for one of Europe's most prominent advertising technology companies.
The outcome was decisive. On the core conversion proposal - the formal mechanism to transform Criteo S.A. from a French public limited liability company into a Luxembourg société anonyme - shareholders cast 50,511,371 votes in favour against just 114,993 against, with 37,908 abstentions. That represents an approval rate of well above 99% of votes cast. The meeting, at which a quorum was present, disposed of five separate proposals, each passing with similar margins.
"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," said Frederik Van der Kooi, Chairman of the Board of Directors. "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."
The company filed a Form 8-K current report with the U.S. Securities and Exchange Commission on February 27, 2026, setting out the full voting record. Ryan Damon, Criteo's Chief Legal and Transformation Officer, signed the filing on behalf of the registrant.
The legal mechanism is a cross-border conversion, through which French Criteo will become Luxembourg Criteo - referred to in the corporate documents as "Lux Criteo" - without being dissolved, wound up, or placed into liquidation. Critically, the company retains its legal personality throughout the process, and the terms of office of existing directors continue uninterrupted from the effective time of the conversion. The conversion becomes legally effective on the date a Luxembourg notary enacts what the documents call the "Constat Deed," following a legality control of the conversion under Luxembourg law.
The draft terms of the cross-border conversion were dated January 6, 2026. Criteo filed a Registration Statement on Form S-4 and a proxy statement/prospectus with the SEC on January 22, 2026, which simultaneously served as the basis for shareholder voting and as a prospectus. The company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 was filed with the SEC on February 26, 2026, one day before the shareholder vote.
Completion of the conversion remains subject to customary conditions, with the company targeting the third quarter of 2026 as the effective date.
Beyond the core conversion proposal, shareholders approved four additional matters at the general meeting. The second proposal, the Charter Proposal, addressed the adoption of Lux Criteo's articles of association and authorised the board of directors to issue new shares and manage capital for a five-year period from the effective time. This passed with 50,496,642 votes in favour against 109,905 against and 57,725 abstentions.
The articles of association adopted under this proposal establish several specific parameters. The authorised share capital, excluding issued and outstanding shares at the effective time, is set at 10% of the issued and outstanding share capital at that date, rounded down to the nearest whole number, with a per-share nominal value of EUR 0.025. The board of directors receives authority for five years to issue new shares with or without share premium, including options, time-based restricted stock units, performance-based restricted stock units, warrants, and similar instruments. A separate authorisation for 18 months allows the board to acquire up to 11,000,000 shares and hold them in treasury - a figure that explicitly excludes shares already held in treasury before the effective time.
The Auditor Proposal - appointing Deloitte Audit, a Luxembourg-registered firm with RCS Luxembourg number B67895, whose registered office is at 20 Boulevard de Kockelscheuer, L-1821 Luxembourg - passed with 50,540,892 votes in favour, 73,499 against, and 49,881 abstentions. Deloitte Audit's mandate expires at the second annual meeting following the effective time.
The Delegation Proposal, authorising the board or its delegates to take all necessary actions before the Luxembourg notary in connection with the Constat Deed, passed with 50,498,779 in favour, 98,775 against, and 66,718 abstentions. A fifth proposal to allow adjournment of the meeting to solicit additional proxies, had that proved necessary, passed with 49,926,093 in favour, 692,039 against, and 46,140 abstentions - the only vote where opposition broke above 1%.
The strategic logic behind the move centres on structural limitations embedded in French corporate law. As PPC Land reported in October 2025, French law does not provide a framework for direct merger into a U.S. corporation, a constraint that effectively blocks acquisition by American buyers using the merger structures that dominate technology sector consolidation. Luxembourg's corporate law, by contrast, enables direct cross-border mergers with U.S. companies through established mechanisms. Whether or not an acquisition materialises, the legal optionality is real and material.
Criteo's board identified three immediate categories of benefit from the conversion. First, the move positions the company for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria, which could expand access to passive investment capital and trigger associated benchmarking from actively managed funds, broadening the shareholder base. Second, the Luxembourg structure provides greater capital management flexibility by reducing or eliminating current restrictions on share repurchases and holdings of treasury shares - limitations that French corporate law imposes and that Luxembourg law does not. Third, eliminating the American Depositary Share structure, in which each ADS currently represents one ordinary share with a nominal value of EUR 0.025, should remove fees and administrative complexity associated with the depositary arrangement and potentially improve stock liquidity.
The replacement of the ADS structure with ordinary shares directly listed on Nasdaq is a meaningful technical change for investors. Currently, Criteo trades on the Nasdaq Global Select Market under the ticker CRTO through ADSs; ordinary shares are registered on Nasdaq only in connection with the ADS registration, not for independent trading. After the conversion, ordinary shares of Lux Criteo will be directly listed.
The redomiciliation unfolds against a backdrop of significant operational challenge. Criteo's Q4 2025 results showed revenue of $541 million, a 2% year-over-year decline, with contribution ex-TAC falling 1% to $330 million. A $25 million headwind from scope reductions with two retail media clients weighed on performance, the consequence of a structural shift among major retail partners away from managed services toward self-service technology platforms.
The company's retail media network spans approximately 225 retailers globally, serving around 4,100 brands. A partnership with DoorDash announced in October 2025 extended Criteo's reach into delivery-based retail media for grocery, convenience, and consumer packaged goods advertisers. In September 2025, Criteo became Google's first onsite retail media partner, enabling advertisers to create and manage campaigns across Criteo's retailer network from within Google Search Ads 360. On the technology side, Criteo announced in February 2026 an Agentic Commerce Recommendation Service achieving up to 60% improvement in recommendation relevancy compared to text-only approaches in internal testing.
The company's AI-powered platform claims access to more than $1 trillion in annual commerce sales, according to Criteo's corporate materials. Its CLEPR model - Contrastive Language Embedding for Product Retrieval - uses 120 million parameters and has been fine-tuned on organic click data to power product recommendations.
The redomiciliation does not change the fundamental business or its employees. Criteo's operational headquarters and workforce remain in place; only the legal domicile and corporate structure change. However, the corporate documentation acknowledges adaptation risks: the company will need to operate under Luxembourg law, which differs in material respects from French law, and delays in completing any subsequent merger into a U.S. subsidiary represent a separately identified risk factor.
Shareholders voting against the conversion were entitled to exit by surrendering shares for cash. The exit price was set at EUR 17.94 per American Depositary Share, based on the 30-day volume-weighted average price preceding October 29, 2025 - the date the conversion was originally announced. One binding condition on the entire transaction is that the aggregate value of shares tendered for cash cannot exceed EUR 94.25 million, equivalent to 10% of outstanding share capital. If exits exceed that threshold, the conversion does not proceed.
Given the vote count, the level of outright opposition was small: 114,993 votes against the conversion proposal, versus more than 50.5 million in favour. Whether those opposing shareholders exercised their cash exit rights has not yet been publicly disclosed as of the date of this article.
For the marketing and advertising technology sector, Criteo's redomiciliation carries several layers of significance. The structural change makes Criteo considerably more accessible to U.S. acquirers at a moment when the ad tech consolidation cycle continues. PPC Land's coverage of the Q1 2025 earnings period documented the company's strategic shift from managed services toward platform technology - a transition that typically commands higher valuation multiples but requires time to execute. A Luxembourg domicile removes one structural barrier to a transaction that might accelerate or validate that transition.
Index inclusion eligibility matters to institutional investors. If Criteo qualifies for inclusion in major U.S. indices following the conversion and share structure change, passive funds tracking those indices would be required to buy the stock, potentially providing a more stable institutional shareholder base than the ADS structure historically attracted.
The treasury share authorisation - up to 11,000,000 shares over 18 months - gives the Luxembourg board flexibility to conduct buybacks at a scale and with a flexibility that French law constrained. For a company with a market capitalisation in the billions of dollars, buyback capacity is a meaningful lever for capital allocation policy.
Who: Criteo S.A. (NASDAQ: CRTO), a global advertising technology company incorporated in France; its shareholders; and the Board of Directors chaired by Frederik Van der Kooi.
What: Shareholders approved five proposals at a general meeting to convert Criteo from a French société anonyme to a Luxembourg société anonyme through a cross-border conversion, replacing its ADS structure with directly listed ordinary shares on Nasdaq, and authorising Deloitte Audit Luxembourg as statutory auditor.
When: The shareholder vote took place on February 27, 2026. The conversion is expected to become effective in the third quarter of 2026, upon enactment of the Constat Deed by a Luxembourg notary.
Where: The general meeting was held at Criteo's registered office at 32 Rue Blanche, 75009 Paris, France. The new legal domicile will be in the Grand Duchy of Luxembourg.
Why: French corporate law does not allow direct mergers with U.S. corporations, limits share repurchase flexibility, and imposes ADS structure complexity. Luxembourg law removes those barriers, potentially positioning Criteo for U.S. index inclusion, broader shareholder access, and greater strategic optionality including potential acquisition by U.S. buyers.
