Criteo S.A. filed a Rule 425 proxy-related notice on November 5, 2026, convening a General Meeting of shareholders for December 29, 2026, to vote on a cross-border merger of the Luxembourg parent into its Delaware subsidiary, Criteo Holdings, Inc.

Key Highlights

  • Meeting date: The General Meeting is scheduled for Tuesday, December 29, 2026 at 11:00 a.m. Luxembourg time, at the offices of Loyens & Loeff Luxembourg SARL, 18-20, rue Edward Steichen, L-2540 Luxembourg.
  • Proposed merger: Lux Criteo (Criteo S.A.) will merge with and into U.S. Criteo (Criteo Holdings, Inc.), a wholly owned Delaware subsidiary, with U.S. Criteo surviving the merger, according to the filing.
  • Merger Agreement date: The Agreement and Plan of Merger and Common Draft Terms of Cross-Border Merger are each dated August 5, 2026.
  • Record date: The board fixed October 22, 2026 as the record date for the General Meeting; each ordinary share (except treasury shares) carries one vote.
  • Board recommendation: The board of directors recommends shareholders vote "FOR" the Merger Proposal, "FOR" the Discharge Proposal, "FOR" the Omnibus Plan Proposal, and "FOR" the Delegation Proposal.
  • Conditionality: Both the Omnibus Plan Proposal and the Delegation Proposal are conditioned on approval of the Merger Proposal; the Merger Proposal and the Discharge Proposal are not conditioned on any other proposal.
  • New incentive plan: Shareholders will also vote on the Criteo Holdings, Inc. 2027 Omnibus Incentive Plan, including authorization of the initial share reserve, if the merger is approved.

Criteo S.A. Seeks Shareholder Approval to Redomicile as Delaware Corporation

According to the filing, Criteo S.A. (listed on NASDAQ:CRTO), a Luxembourg société anonyme, is asking shareholders to approve a cross-border merger in which the company will merge with and into Criteo Holdings, Inc., its wholly owned Delaware subsidiary. The merger would result in U.S. Criteo surviving as the successor entity. The Merger Agreement and Common Draft Terms were executed on August 5, 2026, and the filing states that executed copies of those documents, along with board reports and an independent expert report prepared under Luxembourg law, have been made available at the registered offices of both entities at least one month before the meeting date.

The filing discloses four proposals on the meeting agenda. The first and central item is the Merger Proposal, which asks shareholders to approve and adopt the Merger Agreement and Draft Terms. The second proposal seeks a discharge (quitus) to the directors of Lux Criteo for the period from January 1, 2026 to the meeting date. The third proposes adoption of the Criteo Holdings, Inc. 2027 Omnibus Incentive Plan, including its initial share reserve. The fourth grants authority to the Lux Criteo board, or any person it authorizes, to appear before a Luxembourg notary, confirm satisfaction or waiver of merger conditions, and carry out related filings and notifications. The filing states that the Omnibus Plan Proposal and the Delegation Proposal are each conditioned on approval of the Merger Proposal.

Shareholders wishing to attend in person must provide written notice to the company at least five days prior to December 29, 2026, accompanied by proof of shareholding as of the October 22, 2026 record date. The filing notes that proxy materials are being distributed via the Internet under the SEC's "Notice and Access" approach. The independent expert referenced in the filing is Makery S.à r.l., a Luxembourg private limited liability company registered under R.C.S. Luxembourg number B298863.

What Was Disclosed

Criteo S.A. filed a Rule 425 convening notice for a December 29, 2026 shareholder meeting to vote on a cross-border merger into Delaware subsidiary Criteo Holdings, Inc., along with related proposals including a new omnibus incentive plan and a director discharge.