Criteo S.A. has received a "FOR" recommendation from two major proxy advisory firms, Glass Lewis & Co. and Institutional Shareholder Services (ISS), to approve the company’s proposed conversion of its legal domicile from France to Luxembourg and the replacement of its American Depositary Shares with ordinary shares that will be listed directly on Nasdaq.
The redomiciliation plan, which is slated for completion in the third quarter of 2026, would streamline Criteo’s corporate structure, eliminate the fees and regulatory complexity associated with ADSs, and broaden access to U.S. investors and passive capital. The change is also intended to position the company for potential inclusion in U.S. stock indices and to enhance capital‑management flexibility, including share‑repurchase and treasury‑share programs.
Criteo’s most recent quarterly results, released on February 11 2026, showed a 2% year‑over‑year decline in revenue to $541 million and a 27% drop in diluted earnings per share to $0.90. Full‑year 2025 revenue rose 1% to $1.9 billion, while net income increased 39% to $149 million and diluted EPS climbed to $2.64. The revenue dip was largely attributed to scope changes with two key retail‑media clients, which reduced the company’s top‑line contribution in that segment.
Management highlighted that the 2025 earnings miss was driven by the client scope reductions, while the modest full‑year revenue growth reflected resilience in other business lines. The company’s guidance for 2026 indicates that contribution ex‑TAC growth will be flat to 2% at constant currency, with an adjusted EBITDA margin of 32% to 34%. Management expects the first quarter of 2026 to be the low point, with contribution ex‑TAC between $245 million and $250 million, and cites a $75 million headwind from the retail‑media client scope reductions.
CEO Michael Komasinski emphasized Criteo’s focus on AI‑driven commerce, describing the platform as “the AI‑driven commerce intelligence and orchestration platform across an increasingly complex ecosystem.” CFO Sarah Glickman underscored the company’s robust margins and cash flow, noting confidence in long‑term shareholder value and the strategic importance of share‑repurchase programs.
Market reaction to the earnings release was mixed. As of February 13 2026, Criteo’s stock had declined nearly 59% over the past year. Analyst price targets at that time ranged from $30 to $35, with some firms lowering their targets in light of the cautious 2026 guidance and the earnings miss.
The redomiciliation proposal is part of a broader strategy to align Criteo with U.S. capital‑market practices, simplify its corporate structure, and enhance its ability to attract investment and manage capital. By moving its legal domicile to Luxembourg and listing ordinary shares on Nasdaq, the company aims to reduce administrative costs, improve capital‑raising flexibility, and broaden its investor base.
The shareholder vote on the redomiciliation and related proposals is scheduled for February 27 2026. Shareholders will decide whether to approve the conversion of the company’s legal domicile and the change in share listing structure.
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