On August 5, 2026, Criteo S.A. entered into an Agreement and Plan of Merger with its wholly owned Delaware subsidiary, Criteo Holdings, Inc., to effect a cross-border merger. Under the terms, Luxembourg-based Lux Criteo will merge into U.S. Criteo, which will survive as a Delaware corporation. The transaction is scheduled for January 1, 2027, at which time each outstanding ordinary share of Lux Criteo will be cancelled and exchanged for one share of common stock in the surviving U.S. entity on a one-to-one basis. Equity awards will also convert on a one-to-one basis. The merger requires shareholder approval and SEC effectiveness of a Form S-4 registration statement. This corporate restructuring aims to align Criteo's legal domicile with its primary listing market, facilitating operations as a global digital advertising technology company.
