# Criteo S.A. (CRTO) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_f5b4a543bed77f2e720a · retrieved 2026-08-12T21:22:20.177Z ## Overview Criteo S.A. is a parent company of a global technology group specialized in digital advertising, particularly in performance marketing and personalized retargeting. Criteo S.A. (Lux Criteo), a Luxembourg-incorporated advertising technology company, entered into a merger agreement with Criteo Holdings, Inc. (U.S. Criteo), its Delaware-incorporated wholly owned subsidiary, effective January 1, 2027. Under the one-to-one exchange ratio, each outstanding ordinary share of Lux Criteo will be automatically cancelled and exchanged for one share of U.S. Criteo common stock. The merger is intended to position U.S. Criteo for broader inclusion in major U.S. stock indices and enable access to passive capital tracking such indexes. U.S. Criteo's common stock will be listed on a nationally recognized U.S. securities exchange (NYSE), with Lux Criteo's shares simultaneously delisting from NASDAQ. The transaction is subject to shareholder approval, Form S-4 effectiveness, regulatory clearances, and other customary closing conditions. ## Terms - Counterparty: Criteo Holdings, Inc. · Consideration: stock ## Key dates - Announced 2026-01-22 · Record 2026-02-20 · Vote 2026-02-27 · Expected close 2027-01-01 ## Timeline - 2026-01-22 · 425 (0001193125-26-018668): 425 - Criteo S.A. — *Criteo S.A. is an advertising technology company that provides digital advertising solutions and services.* Criteo S.A., an advertising technology company, is proposing to redomicile from France to Luxembourg. The company has convened a general meeting of shareholders for February 27, 2026, to vote on converting French Criteo into a public limited liability company governed by Luxembourg law (Lux Criteo), thereby transferring its registered office and central administration to the Grand Duchy of Luxembourg while retaining its legal personality. The record date for the General Meeting is February 25, 2026. The redomiciliation is conditioned on shareholder approval of the Conversion Proposal, Charter Proposal, Auditor Proposal, and Delegation Proposal. https://www.sec.gov/Archives/edgar/data/1576427/0001193125-26-018668.txt - 2026-01-22 · 425 (0001193125-26-018670): 425 - Criteo S.A. — *Criteo S.A. is an advertising technology company that provides digital advertising solutions and services.* Criteo S.A. announced on October 29, 2025 its intention to transfer its legal domicile from France to Luxembourg via a cross-border conversion and replace its American depositary shares structure with ordinary shares to be directly listed on Nasdaq. The Board approved the Conversion on January 6, 2026, following a favorable opinion from the works council on January 5, 2026. The Conversion is expected to be completed in the third quarter of 2026, subject to shareholder approval at a general meeting scheduled for February 27, 2026. Following the Conversion, the Company intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States if the Board determines such action is in the best interests of the Company and its shareholders. https://www.sec.gov/Archives/edgar/data/1576427/0001193125-26-018670.txt - 2026-02-17 · 425 (0001193125-26-053183): 425 - Criteo S.A. — *Criteo S.A. is an advertising technology company providing digital advertising services and solutions.* Criteo S.A. is proposing to redomicile from France to Luxembourg by converting into a public limited liability company (société anonyme) governed by Luxembourg law, while retaining its legal personality and continuing the terms of office of its directors. The conversion will transfer the company's registered office and central administration to the Grand Duchy of Luxembourg, effective upon enactment of the Constat Deed by a Luxembourg notary. Shareholders will vote on the Conversion Proposal, Charter Proposal (adopting new Luxembourg articles of association), Auditor Proposal (appointing Deloitte Audit as statutory auditor), and Delegation Proposal at a general meeting scheduled for February 27, 2026 at 10:00 a.m. Paris time. The record date for voting is February 20, 2026. https://www.sec.gov/Archives/edgar/data/1576427/0001193125-26-053183.txt - 2026-08-05 · 8-K (0001628280-26-053414): 8-K - Criteo S.A. — *Criteo S.A. is a parent company of a global technology group specialized in digital advertising, particularly in performance marketing and personalized retargeting.* Criteo S.A. (Lux Criteo), a Luxembourg-incorporated advertising technology company, entered into a merger agreement with Criteo Holdings, Inc. (U.S. Criteo), its Delaware-incorporated wholly owned subsidiary, effective January 1, 2027. Under the one-to-one exchange ratio, each outstanding ordinary share of Lux Criteo will be automatically cancelled and exchanged for one share of U.S. Criteo common stock. The merger is intended to position U.S. Criteo for broader inclusion in major U.S. stock indices and enable access to passive capital tracking such indexes. U.S. Criteo's common stock will be listed on a nationally recognized U.S. securities exchange (NYSE), with Lux Criteo's shares simultaneously delisting from NASDAQ. The transaction is subject to shareholder approval, Form S-4 effectiveness, regulatory clearances, and other customary closing conditions. https://www.sec.gov/Archives/edgar/data/1576427/0001628280-26-053414.txt ## Citations - 0001193125-26-018668 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526018668 - 0001193125-26-018670 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526018670 - 0001193125-26-053183 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526053183 - 0001628280-26-053414 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000162828026053414