Criteo Approves Luxembourg Redomiciliation and Direct Nasdaq Listing

CRTO
January 07, 2026

Criteo’s board of directors approved a cross‑border conversion that will move the company’s legal domicile from France to Luxembourg and replace its American Depositary Shares with ordinary shares to be listed directly on Nasdaq. The decision, made on January 7 2026, follows a favorable opinion from the works council and is intended to streamline the company’s corporate structure and enhance capital‑management flexibility.

The move to Luxembourg is driven by the jurisdiction’s business‑friendly corporate laws and favorable tax regime, which are expected to reduce regulatory complexity and improve the company’s ability to raise capital. By shifting its domicile, Criteo can align its legal framework more closely with its significant U.S. operations while retaining its European presence.

Replacing the ADS structure with ordinary shares on Nasdaq simplifies the ownership chain, broadens the investor base, and eliminates the administrative costs associated with maintaining a depositary program. The direct listing is expected to improve liquidity for shareholders and provide a more transparent market for the company’s shares.

A general meeting of shareholders is scheduled for February 27 2026 to approve the conversion and related proposals. The conversion is expected to complete in the third quarter of 2026, subject to shareholder approval and customary conditions. Following the Luxembourg conversion, Criteo plans a subsequent redomiciliation to the United States, potentially as early as Q1 2027, to further align its capital‑markets presence with its long‑term strategic ambitions.

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