# Criteo Holdings, Inc. — merger/definitive [completed]
Source: SEC API (secapi.ai) · situation sit_13fed006c742881e7a34 · retrieved 2026-08-11T16:10:48.132Z

## Overview
Criteo S.A. is a parent company of a global technology group specialized in digital advertising, particularly in performance marketing and personalized retargeting.

On August 5, 2026, Criteo S.A. (Lux Criteo), a Luxembourg public company, entered into a merger agreement with Criteo Holdings, Inc. (U.S. Criteo), its Delaware subsidiary. Under the merger, Lux Criteo will merge into and be absorbed by U.S. Criteo, with U.S. Criteo as the surviving corporation. The merger is scheduled to become effective at 12:00:01 a.m. New York City time on January 1, 2027, unless the boards agree to another date. Each outstanding ordinary share of Lux Criteo will be automatically cancelled and exchanged for one share of U.S. Criteo common stock on a one-to-one basis, without interest and net of applicable withholding taxes. The merger is intended to position U.S. Criteo for listing on NYSE (replacing Lux Criteo's current NASDAQ listing under ticker CRTO) and to enable broader inclusion in major U.S. stock indices.

## Terms
- Counterparty: Criteo Holdings, Inc. · Consideration: stock

## Key dates
- Announced 2026-08-05 · Expected close 2027-01-01 · Completed 2026-07-29

## Timeline
- 2026-07-29 · 425 (0001628280-26-050379): 425 - Criteo Holdings, Inc. — *Criteo is a global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers using proprietary commerce data and AI innovation.* Criteo S.A. completed the transfer of its legal domicile from France to Luxembourg via cross-border conversion, effective July 29, 2026, and terminated its American Depositary Share (ADS) program, with each ADS holder automatically receiving one ordinary share per ADS. The Board of Directors approved the subsequent transfer of the Company's legal domicile from Luxembourg to the United States via a cross-border merger with a wholly owned U.S. subsidiary, subject to shareholder approval and expected to be completed in January 2027. Upon completion of the U.S. Merger, Criteo expects to move its listing from Nasdaq to the New York Stock Exchange.
  https://www.sec.gov/Archives/edgar/data/2144230/0001628280-26-050379.txt
- 2026-08-05 · 425 (0001628280-26-053429): 425 - Criteo Holdings, Inc. — *Criteo S.A. is a parent company of a global technology group specialized in digital advertising, particularly in performance marketing and personalized retargeting.* On August 5, 2026, Criteo S.A. (Lux Criteo), a Luxembourg public company, entered into a merger agreement with Criteo Holdings, Inc. (U.S. Criteo), its Delaware subsidiary. Under the merger, Lux Criteo will merge into and be absorbed by U.S. Criteo, with U.S. Criteo as the surviving corporation. The merger is scheduled to become effective at 12:00:01 a.m. New York City time on January 1, 2027, unless the boards agree to another date. Each outstanding ordinary share of Lux Criteo will be automatically cancelled and exchanged for one share of U.S. Criteo common stock on a one-to-one basis, without interest and net of applicable withholding taxes. The merger is intended to position U.S. Criteo for listing on NYSE (replacing Lux Criteo's current NASDAQ listing under ticker CRTO) and to enable broader inclusion in major U.S. stock indices.
  https://www.sec.gov/Archives/edgar/data/2144230/0001628280-26-053429.txt

## Citations
- 0001628280-26-050379 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026050379
- 0001628280-26-053429 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026053429