Criteo secured endorsements today from two prominent proxy advisory firms supporting its planned transfer from French to Luxembourg legal domicile, adding momentum to the advertising platform's corporate restructuring ahead of a shareholder vote scheduled for February 27, 2026. Glass Lewis and Institutional Shareholder Services both recommended that shareholders vote in favor of all proposals related to the cross-border conversion and the elimination of the company's American Depositary Shares structure.

The recommendations arrive two weeks before Criteo's extraordinary general meeting. Shareholders will convene at 10:00 a.m. Paris time at the company's registered office at 32 Rue Blanche, 75009 Paris, France, to decide whether the commerce media platform can abandon its French domicile after more than two decades of operation under French corporate law.

Glass Lewis and ISS wield considerable influence over institutional voting decisions. Their support typically proves decisive for corporate governance proposals requiring shareholder approval. The firms' endorsements suggest Criteo's board has successfully made the case that Luxembourg domicile will deliver greater shareholder value than maintaining French registration.

Strategic rationale receives validation

Frederik van der Kooi, chairman of Criteo's board of directors, has positioned the conversion as essential for unlocking shareholder value through streamlined corporate structure and enhanced capital management flexibility. The board scheduled the February 27 shareholder meeting in early January 2026 after receiving favorable opinion from the company's works council, a requirement under French labor law.

The redomiciliation represents the latest phase in a strategic transformation that began when Criteo announced its intention to leave France on October 29, 2025. The commerce advertising platform disclosed plans for the cross-border conversion alongside third quarter financial results showing revenue of $470 million and net income of $40 million. That announcement made explicit that French corporate law prevents the type of direct mergers with U.S. corporations that dominate technology sector consolidation.

According to Criteo's investor FAQ document released in October 2025, French law provides no framework for direct merger into a U.S. corporation. This legal constraint became the primary driver for the company's decision to leave France. Luxembourg's corporate law enables direct cross-border mergers with U.S. companies through established legal mechanisms unavailable for French targets.

The board conducted what it characterized as a thorough review of optimal corporate structure before concluding that France's merger limitations created unacceptable barriers. While the FAQ document stated the conversion was not driven by M&A considerations, it acknowledged that simplified corporate structure would facilitate potential strategic transactions currently blocked by French law.

Capital management and market access advantages

Criteo's board has identified multiple benefits from the Luxembourg conversion beyond strategic transaction optionality. The redomiciliation aims to position the company for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria. Index inclusion would expand access to passive investment capital, trigger associated benchmarking from actively managed funds, and broaden the shareholder base.

The conversion will provide greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares. French corporate law imposes limitations on these activities that Luxembourg and U.S. jurisdictions handle differently. The enhanced flexibility could enable more aggressive capital return programs if management determines such actions serve shareholder interests.

Eliminating fees and complexities associated with American Depositary Shares represents another material benefit. The current ADS structure creates administrative costs and operational friction that direct listing would remove. The simplified structure could potentially increase stock liquidity by removing the intermediary layer between shareholders and the underlying equity.

Regulatory timeline and approval requirements

The conversion requires several regulatory steps beyond shareholder approval. Consultation with Criteo's French works council occurred for a maximum period of two months before the board approved conversion documents. Following shareholder approval, Criteo will coordinate listing procedures with Nasdaq to facilitate the transition from ADSs to ordinary shares directly listed on the exchange.

The extraordinary general meeting requires a two-thirds majority of votes cast by shareholders present or represented. Shareholders opposing the conversion can exit by surrendering shares for cash. Those voting against the conversion at the meeting will have the right to receive EUR 17.94 per American Depositary Share, based on the 30-day volume-weighted average price preceding October 29, 2025.

The conversion faces conditions limiting total shareholder exits. Cash redemptions cannot exceed EUR 94.25 million or 10 percent of outstanding share capital. If opposition exceeds these thresholds, the conversion cannot proceed under the terms approved by the board.

Record dates vary between shareholder classes. Holders of ADSs as of January 13, 2026, and holders of ordinary shares as of January 23, 2026, can vote at the February 27 meeting. The dual record date structure reflects the complexity of Criteo's current corporate framework, which includes both direct shareholders and ADS holders.

Luxembourg as intermediate destination

The Luxembourg conversion functions as an intermediate step in Criteo's broader corporate strategy. Following completion of the Luxembourg redomiciliation, the company intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States. This additional redomiciliation would occur if the board determines such action serves the company's and shareholders' best interests, subject to prior works council consultation.

Van der Kooi has emphasized that Criteo remains deeply committed to its teams in France and its role in the French technology and AI innovation ecosystem. The legal domicile transfer does not necessarily imply material changes to French operations. The advertising technology platform has maintained significant French operations since its founding, with engineering teams and corporate functions based in the country.

Business momentum continues amid restructuring

The corporate restructuring proceeds alongside continued business expansion in Criteo's core commerce advertising operations. The company reported second quarter 2025 revenue of $483 million in July 2025, with retail media showing particular strength and prompting the company to raise full-year guidance.

Retail media revenue increased 11 percent to $60.9 million during the second quarter, maintaining double-digit growth at constant currency. The segment has become increasingly central to Criteo's strategy following several high-profile partnerships and platform expansions. Platform adoption expanded to 4,000 brands during the quarter, with new retailer partnerships including Thermo Fisher, BJ's Wholesale Club, and grocers Weis Markets, Winn-Dixie, and Harveys Supermarkets.

Criteo became the first onsite retail media partner for Google Search Ads 360 in September 2025, marking a significant development in the digital commerce advertising landscape. The collaboration enables advertisers to create, launch, and optimize campaigns across Criteo's retail network directly within Google's advertising technology.

The integration launched through a limited beta program for select customers in the Americas, with plans for global expansion. According to the announcement, Criteo's network of over 200 retailers can opt into receiving demand from Google Search Ads 360, connecting with global brands across multiple categories.

Criteo and DoorDash announced a multi-year partnership in October 2025 designed to expand retail media advertising across DoorDash's marketplace for grocery, convenience, and non-restaurant retailers. Criteo functions as an extension of DoorDash's U.S. advertising sales team, working directly with brands and agencies while the two companies explore technology integration opportunities.

Technology platform developments

Product innovation has continued throughout the corporate restructuring period. Criteo introduced auction-based display technology in June 2025, introducing programmatic flexibility into retail media environments. The advancement represents a shift from fixed pricing models toward advertiser-driven bidding mechanisms that reflect real-time category dynamics and seasonal demand patterns.

The auction-based approach complements existing reservation-based deals with flexible buying options that better accommodate fluctuating market conditions. Criteo's platform integrates auction-based display with existing Sponsored Products, Display, and Video campaigns within a single interface, enabling standardized campaign execution and measurement across multiple ad formats.

Criteo and Mirakl Ads launched a global integration in July 2025 targeting mid-to-long-tail advertisers in the retail media sector. The collaboration combines Mirakl's extensive ecosystem of brands and third-party sellers with Criteo's retail media supply and ad-serving technology to unlock new revenue streams through automated campaign execution.

More recently, Criteo unveiled technology in February 2026 designed to address limitations plaguing AI shopping assistants. The Agentic Commerce Recommendation Service demonstrated up to 60 percent improvement in recommendation relevancy compared to approaches relying solely on product descriptions in internal testing.

Proxy solicitation and investor communications

Criteo has engaged Innisfree M&A Incorporated as its proxy solicitation firm to assist with shareholder communications ahead of the February 27 vote. Shareholders can contact Innisfree at 501 Madison Avenue, 20th Floor, New York, NY 10022, by calling toll-free at 877-717-3923 or +1-412-232-3651 outside the United States.

The company's investor relations department remains available to answer questions about the conversion and associated proposals. Shareholders can reach Criteo's investor relations team by phone at +1-929-287-7835 or by email at [email protected].

More information about the conversion, the general meeting, and associated filings is available on Criteo's investor website at http://criteo.investorroom.com. The definitive proxy statement and prospectus filed with the Securities and Exchange Commission under Rule 424(b)(3) on January 22, 2026, provides comprehensive details about the transaction structure, risks, and shareholder rights.

Expected completion timeline

The expected timing for completion of the conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions. The timeline assumes shareholders approve the conversion at the February 27 meeting and that opposition exercises requiring cash redemption remain below the EUR 94.25 million threshold.

Following shareholder approval, Criteo must complete regulatory filings and coordinate with Nasdaq for the transition from American Depositary Shares to ordinary shares directly listed on the exchange. The conversion involves cross-border legal procedures under both French and Luxembourg law, each with specific timing requirements and regulatory oversight.

The third quarter 2026 completion target suggests Criteo expects approximately six months between shareholder approval and final conversion effectiveness. This timeline accommodates the complexity of transferring legal domicile across jurisdictions while maintaining continuous trading of securities and uninterrupted business operations.

Industry context

The redomiciliation occurs as retail media captures an increasing share of global advertising revenue. Industry projections indicate retail media could reach 20 percent of global ad spending by 2030, according to research from Omdia. The sector's growth reflects retailers' recognition of the monetization potential from their digital properties and customer relationships.

Criteo operates in a competitive retail media technology sector where platform interoperability and measurement standardization have become critical differentiators. The company serves approximately 225 retailers and 4,000 brands globally through its commerce media platform, which processes more than $1 trillion in annual commerce sales according to company data.

The advertising technology platform competes with both large-scale platforms like Amazon and specialized retail media providers serving regional and vertical-specific markets. Corporate flexibility to pursue strategic partnerships, acquisitions, or capital structure optimization could influence competitive positioning in a rapidly consolidating sector.

Timeline

Summary

Who: Criteo S.A., a global commerce advertising platform trading on Nasdaq under ticker symbol CRTO, received recommendations from proxy advisory firms Glass Lewis and Institutional Shareholder Services. The company's board of directors, led by Chairman Frederik van der Kooi, has proposed the corporate restructuring. Shareholders holding American Depositary Shares or ordinary shares as of record dates in January 2026 will vote on the proposals.

What: Two leading independent proxy advisory firms recommended that shareholders vote in favor of all proposals related to Criteo's planned cross-border conversion from French to Luxembourg legal domicile. The conversion includes replacing the company's American Depositary Shares structure with ordinary shares directly listed on Nasdaq. The transaction aims to streamline corporate structure, enhance capital management flexibility, and position Criteo for potential U.S. index inclusion.

When: Glass Lewis and ISS issued their recommendations on February 13, 2026. The extraordinary general meeting where shareholders will vote on the conversion is scheduled for February 27, 2026, at 10:00 a.m. Paris time. Record dates occurred on January 13, 2026, for ADS holders and January 23, 2026, for ordinary shareholders. The expected completion of the conversion remains third quarter 2026, subject to shareholder approval.

Where: The shareholder meeting will take place at Criteo's registered office at 32 Rue Blanche, 75009 Paris, France. The conversion transfers legal domicile from France to Luxembourg, though the company's ordinary shares will continue trading on Nasdaq. Criteo maintains significant operations in France despite the planned legal domicile transfer. The company subsequently intends to pursue redomiciliation from Luxembourg to the United States.

Why: The board believes the conversion will enhance shareholder value by providing potential strategic opportunities and benefits. These include positioning for U.S. index inclusion to expand access to passive investment capital, providing greater capital management flexibility by reducing restrictions on share repurchases and treasury share holdings, and eliminating fees and complexities associated with the ADS structure to potentially increase stock liquidity. French corporate law prevents direct mergers with U.S. corporations, a limitation that Luxembourg domicile would eliminate.

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