Criteo Holdings, Inc.
Criteo filed Amendment No. 1 to its S-4 registration statement on October 29, 2026, for a cross-border merger that will redomicile the company from Luxembourg to Delaware. Lux Criteo will merge into its wholly owned subsidiary Criteo Holdings, Inc., with shareholders receiving one share of U.S. Criteo common stock per Lux Criteo ordinary share. Approximately 49,069,757 shares will be issued, and U.S. Criteo will list on the NYSE under ticker \"CRTO\" — moving from Nasdaq — with the Effective Time targeted for January 1, 2027.
- Criteo S.A. (Lux Criteo) will merge into Criteo Holdings, Inc., a Delaware corporation, with U.S. Criteo surviving.
- Each Lux Criteo ordinary share converts to one share of U.S. Criteo common stock on a one-to-one basis.
- U.S. Criteo estimates issuing approximately 49,069,757 shares of common stock in the Merger.
- U.S. Criteo will apply to list on the NYSE under symbol "CRTO," moving from Nasdaq.
- The General Meeting to approve the Merger is scheduled for December 2026; record date was October 22, 2026.
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This completes Criteo's two-step redomiciliation from France to the U.S., a structural move designed to unlock U.S. index inclusion and passive capital flows — a strategic catalyst beyond operational performance.
Criteo is executing a two-step redomiciliation: first from France to Luxembourg (completed July 29, 2026), now from Luxembourg to Delaware. The move targets broader inclusion in major U.S. stock indices and access to passive capital pools — a path taken by several European tech firms seeking U.S. market depth.
The S-4 flags risks including potential failure to obtain shareholder approval, inability to meet NYSE listing conditions, and adverse tax consequences for shareholders in the cross-border merger. The Merger is also conditioned on satisfaction or waiver of conditions in the Merger Agreement and Draft Terms.