Criteo Eyes U.S. Markets with Key Backing for Luxembourg Move

NEW YORK, NY – February 13, 2026 – Ad-tech firm Criteo S.A. has received a significant endorsement for its plan to restructure its corporate identity, a strategic pivot aimed at deepening its integration with U.S. capital markets. Two of the most influential independent proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis & Co., have recommended that shareholders vote in favor of the company's proposal to transfer its legal domicile from France to Luxembourg. The move is coupled with a plan to replace its American Depositary Shares (ADSs) with ordinary shares to be directly listed on the Nasdaq exchange.

This dual recommendation provides substantial momentum for Criteo's management ahead of a crucial general shareholder meeting scheduled for February 27, 2026, in Paris. The board argues that the complex corporate maneuver is essential for unlocking long-term shareholder value by improving the company's financial flexibility and appeal to a broader, U.S.-centric investor base. With the backing of ISS and Glass Lewis, whose recommendations often guide the voting decisions of major institutional investors, the path to approval appears considerably clearer.

A Strategic Play for U.S. Capital

At the heart of Criteo's proposal is a calculated strategy to enhance its standing within the American financial ecosystem. The company's board believes that redomiciling and simplifying its share structure will position Criteo for potential inclusion in major U.S. stock indices, such as the S&P or Russell series. Such an inclusion is highly coveted as it can trigger automatic buying from passive index-tracking funds and exchange-traded funds (ETFs), significantly expanding a company's access to stable, long-term capital. It also forces benchmarking from actively managed funds, increasing overall investor visibility.

The transition from American Depositary Shares to ordinary shares is a critical component of this strategy. ADSs, which represent ownership in a foreign company's shares, add a layer of complexity and cost for investors through depositary bank fees. By eliminating this structure, Criteo aims to streamline trading, reduce administrative friction, and potentially boost stock liquidity. This move mirrors a broader trend among international firms listed on U.S. exchanges, like Mobilicom Limited, which have pursued similar conversions to improve accessibility for both institutional and retail investors.

Furthermore, the shift to a Luxembourg domicile is expected to grant Criteo greater flexibility in its capital management. The company has highlighted that the move will reduce or eliminate current restrictions under French law related to share repurchases and the holding of treasury shares. This would empower the board with more agile tools to manage its capital structure and return value to shareholders. In 2025, Criteo already demonstrated its commitment to buybacks by deploying $152 million for share repurchases and boosting its authorization to $200 million, a program that could be more efficiently executed under the new legal framework.

The Luxembourg Advantage and Shareholder Considerations

The choice of Luxembourg is not arbitrary. The Grand Duchy has established itself as a premier European hub for international companies due to its stable political environment, sophisticated legal framework, and business-friendly policies. The redomiciliation process itself is facilitated by the European Union's Mobility Directive, which both France and Luxembourg have implemented into their national laws. This directive provides a clear, harmonized legal path for companies to move their registered offices across borders within the EU without undergoing liquidation and re-formation, thereby preserving their legal identity.

For Criteo's shareholders, the upcoming vote presents a clear choice between the current structure and the board's vision for a more U.S.-aligned future. Holders of the company's ADSs will need to instruct the depositary, The Bank of New York Mellon, on how to cast their votes. The proxy firms' endorsement signals that, from a governance and financial strategy perspective, the potential benefits are seen as outweighing the inherent risks of such a significant corporate change.

However, the transaction is not without its complexities and contingencies. According to Criteo's filings with the U.S. Securities and Exchange Commission (SEC), the move is subject to several conditions beyond shareholder approval. These include a stipulation that the number of shareholders exercising a cash withdrawal option does not exceed a certain threshold, and the receipt of a favorable tax ruling from French authorities to ensure the reorganization does not trigger unintended tax consequences. The company also cautions about the risks of adapting to a new legal system and the costs associated with the transaction.

Navigating the Path Forward

Should shareholders approve the proposals on February 27, Criteo anticipates completing the conversion in the third quarter of 2026. This move is presented as a pivotal step, but it may not be the final one in Criteo's corporate journey. The company has also disclosed that it may consider a subsequent redomiciliation from Luxembourg directly to the United States in the future, positioning the current shift as a strategic and potentially intermediary step toward full U.S. corporate citizenship.

This long-term vision underscores the company's focus on aligning its corporate structure with its operational and financial center of gravity. As a global advertising platform with a significant presence and listing on Nasdaq, a U.S. domicile could ultimately offer the most direct and efficient structure. For now, the proposed move to Luxembourg serves as a critical enabler, designed to unlock immediate benefits while paving the way for future strategic optionality. All eyes will now be on the shareholder meeting in Paris, which will determine the next chapter in Criteo's ambitious corporate evolution.