Criteo S.A. filed a Definitive Proxy Statement (DEFM14A) on November 5, 2026, seeking shareholder approval to merge the company's Luxembourg entity into its wholly owned Delaware subsidiary, Criteo Holdings, Inc., as part of a redomiciliation to the United States.

Key Highlights

  • General Meeting date: Shareholders will vote on December 29, 2026, at 11:00 a.m. Luxembourg time, at the offices of Loyens & Loeff Luxembourg SARL in Luxembourg.
  • Merger structure: Lux Criteo will merge with and into Criteo Holdings, Inc., a Delaware corporation and wholly owned subsidiary, with U.S. Criteo surviving the Merger.
  • Listing change: Following the Merger, the surviving company's common stock is expected to be listed on the New York Stock Exchange.
  • Prior redomiciliation: On July 29, 2026, Criteo completed a cross-border conversion from France to Luxembourg, converting from a French public limited liability company to a Luxembourg public limited liability company.
  • Board approval: On July 29, 2026, the board of directors approved the Merger and recommended shareholders vote FOR each proposal at the General Meeting.
  • Merger Agreement date: The Agreement and Plan of Merger and Common Draft Terms of Cross-Border Merger were dated August 5, 2026, by and between Lux Criteo and U.S. Criteo.
  • New incentive plan: Shareholders will also vote on the Criteo Holdings, Inc. 2027 Omnibus Incentive Plan, conditioned on approval of the Merger Proposal.

Criteo's Two-Step Redomiciliation: From France to Luxembourg to Delaware

According to the filing, Criteo has pursued a two-stage redomiciliation strategy. The first step, completed on July 29, 2026, converted Criteo S.A. from a French public limited liability company into a Luxembourg public limited liability company, referred to in the filing as "Lux Criteo." The filing states that Luxembourg's established regime for cross-border mergers between Luxembourg and U.S. companies was a key factor enabling the second stage now being proposed.

The second step, subject to shareholder approval at the December 29, 2026 General Meeting, involves the cross-border merger of Lux Criteo with and into Criteo Holdings, Inc., its wholly owned Delaware subsidiary. The filing describes Criteo's business as operating a Commerce Intelligence platform that the company characterizes as combining "AI innovation, cross-channel reach, full-funnel capability, and self-service flexibility," with operations spanning Performance Media, Retail Media, and agentic AI. The company disclosed that its vision, strategy, and operations are expected to remain unchanged following the Merger.

The proxy statement / prospectus was dated November 5, 2026, and the filing states it was first mailed to shareholders on or about that same date. The filing notes that the board of directors believes redomiciliation to the United States "would position Criteo for broader inclusion in major U.S. stock indices" and enable broader access to passive capital tracking such indices. Shareholders are directed to the "Risk Factors" section beginning on page 19 of the accompanying proxy statement / prospectus for a discussion of applicable risks.

What Was Disclosed

Criteo S.A. filed a Definitive Proxy Statement on November 5, 2026, disclosing a proposed cross-border merger of its Luxembourg entity into its Delaware subsidiary, a shareholder vote scheduled for December 29, 2026, and four proposals including the Merger Proposal, a Discharge Proposal, an Omnibus Plan Proposal, and a Delegation Proposal.