Recent Updates — CRTO
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.
Criteo S.A. reported second quarter 2026 financial results with revenue of $428 million, a decrease of 11% year-over-year, and diluted EPS of $0.22. Adjusted EBITDA was $73 million, down 18%, while net income fell to $12 million from $23 million in the prior year period. The company also announced executive leadership changes, appointing Connor McGogney as Chief Financial Officer effective August 10, 2026, succeeding Sarah Glickman, who will serve as a senior advisor through September 30, 2026. Additionally, Criteo reduced its share capital by cancelling 4,500,000 treasury shares, resulting in 49,228,895 ordinary shares outstanding effective July 30, 2026. The company operates as a global commerce intelligence platform providing technology and insights for digital advertising and retail media.
On July 29, 2026, Criteo S.A. completed its cross-border conversion from France to Luxembourg, terminating its American Depositary Share (ADS) program. ADS holders surrendered their shares and received one ordinary share of the new Luxembourg entity for each ADS. Trading in the ordinary shares began on Nasdaq under the ticker symbol CRTO on July 29, 2026. The Board also approved a subsequent transfer of domicile from Luxembourg to the United States via a merger with a U.S. subsidiary, expected to complete in January 2027, which would move listing to the NYSE. Criteo operates as a global commerce intelligence platform providing technology and insights for digital advertising.
On June 29, 2026, Criteo S.A. held its Annual Combined General Meeting of Shareholders, where all 22 proposed resolutions were approved. Key approvals include the renewal of director terms for Michael Komasinski, Marie Lalleman, Ernst Teunissen, and Edmond Mesrobian, as well as non-binding executive compensation. Shareholders granted the Board authority to execute stock buybacks, cancel repurchased shares, and increase share capital through various issuances and employee equity grants. Additionally, the company amended its By-laws to change the shareholder meeting record date to the fifth business day preceding the meeting to comply with the French Commercial Code. Criteo operates in the ad-tech industry, providing commerce media and digital advertising solutions.