Please wait

criteologo2021.jpg
CRITEO REPORTS FOURTH QUARTER 2025 RESULTS

Deployed $152 Million to Repurchase Shares in 2025
Remaining Share Buyback Authorization Increased up to $200 Million


NEW YORK - February 11, 2026 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the fourth quarter and fiscal year ended December 31, 2025.

Fourth Quarter and Fiscal Year 2025 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and twelve months ended December 31, 2025:

Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY Change20252024YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$541$553(2)%$1,945$1,9331%
Gross Profit$297$301(1)%$1,049$9837%
Net Income$46$72(36)%$149$11530%
Gross Profit margin55%54%1ppt54%51%3ppt
Diluted EPS$0.90$1.23(27)%$2.64$1.9039%
Cash from operating activities$161$169(5)%$311$25821%
Cash and cash equivalents$342$29118%$342$29118%
Non-GAAP Results1
Contribution ex-TAC$330$334(1)%$1,175$1,1215%
Adjusted EBITDA$120$144(17)%$407$3904%
Adjusted diluted EPS$1.30$1.75(26)%$4.62$4.571%
Free Cash Flow (FCF)$134$146(8)%$211$18216%
FCF / Adjusted EBITDA112%101%11ppt52%47%5ppt

“Criteo delivered strong performance for the year,” said Michael Komasinski, Chief Executive Officer of Criteo. “We are advancing our position at the forefront of agentic commerce, with differentiated commerce data, AI driven decisioning, and global reach that provide durable advantages and support sustainable growth and long term shareholder value.”

Operating Highlights
•We introduced Agentic Commerce Recommendation Service, designed to power AI shopping assistants with accurate, relevant product recommendations built on Criteo’s commerce intelligence.
•We launched our Audience Agent to make audience planning smarter and faster, and our Insights Agent to empower platform users to make more strategic, data-driven decisions.
•Retail Media Contribution ex-TAC grew 2% year-over-year at constant currency2 in 2025 and decreased (18)% in Q4 2025, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients.
•We added Lidl and JB Hi-Fi to our leading Retail Media footprint.
•Performance Media Contribution ex-TAC was up 4% year-over-year at constant currency2 in 2025 and up 2% in Q4 2025.
•Criteo's media spend3 was $4.3 billion in 2025, growing 3% year-over-year at constant currency2 and $1.4 billion in Q4 2025, up 6%.
•Cash from operating activities increased 21% to $311 million, and Free Cash Flow increased 16% to $211 million, reflecting disciplined execution and our lowest Days Sales Outstanding ("DSO") on record.
•We deployed $152 million of capital for share repurchases in 2025, and our Board of Directors increased the Company's remaining share repurchase authorization to up to $200 million in February 2026.
___________________________________________________
1 Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
2 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
3 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.
1

Financial Summary

Revenue for Q4 2025 was $541 million, gross profit was $297 million and Contribution ex-TAC was $330 million. Net income for Q4 2025 was $46 million, or $0.90 per share on a diluted basis. Adjusted EBITDA for Q4 was $120 million, resulting in an adjusted diluted EPS of $1.30. As reported, revenue for Q4 decreased (2)%, gross profit decreased (1)% and Contribution ex-TAC decreased (1)%. At constant currency, revenue for Q4 decreased (4)% and Contribution ex-TAC decreased (4)%.

Revenue for 2025 was $1.9 billion, gross profit was $1.0 billion and Contribution ex-TAC was $1.2 billion. As reported, revenue for 2025 increased 1%, gross profit increased 7% and Contribution ex-TAC increased 5%. At constant currency, revenue for 2025 decreased (0.5)% and Contribution ex-TAC increased 3%. Net income for 2025 was $149 million, or $2.64 per share on a diluted basis. Adjusted EBITDA for 2025 was $407 million, resulting in an adjusted diluted EPS of $4.62.

Cash flow from operating activities was $311 million in 2025 and Free Cash Flow was $211 million in 2025. As of December 31, 2025, we had $389 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “We generated strong margins and cash flow in 2025, demonstrating the strength of our operating model. We returned $152 million to shareholders through share repurchases while maintaining a strong balance sheet, highlighting our confidence in the business and commitment to long term shareholder value.”

Fourth Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (2)% year-over-year in Q4 2025, and decreased (4)% at constant currency, to $541 million (Q4 2024: $553 million). Gross profit decreased (1)% year-over-year in Q4 2025 to $297 million (Q4 2024: $301 million). Gross profit as a percentage of revenue, or gross profit margin, was 55% (Q4 2024: 54%). Contribution ex-TAC in the fourth quarter decreased (1)% year-over-year, or decreased (4)% at constant currency, to $330 million (Q4 2024: $334 million).

•Retail Media revenue decreased (17)%, or (18)% at constant currency, and Retail Media Contribution ex-TAC decreased (17)%, or (18)% at constant currency, reflecting the temporary impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite across the broader client base, new client integrations, and growing offsite activity.
•Performance Media revenue increased 1%, or decreased (2)% at constant currency, and Performance Media Contribution ex-TAC increased 5%, or 2% at constant currency, driven by the continued traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply.

Net Income and Adjusted Net Income

Net income was $46 million in Q4 2025 (Q4 2024: net income of $72 million). Net income attributable to shareholders of Criteo was $48 million, or $0.90 per share on a diluted basis (Q4 2024: net income attributable to shareholders of $71 million, or $1.23 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $69 million, or $1.30 per share on a diluted basis (Q4 2024: $101 million, or $1.75 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $120 million, representing a decrease of (17)% year-over-year (Q4 2024: $144 million). This reflects higher non-GAAP operating expenses related to planned growth investments and lower Contribution ex-TAC over the period. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 36% (Q4 2024: 43%).

Operating expenses increased 9% year-over-year to $225 million (Q4 2024: $206 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 12% year-over-year to $184 million (Q4 2024: $165 million).


2

Fiscal Year 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased 1% year-over-year, or decreased (0.5)% at constant currency, to $1.9 billion (FY 2024: $1.9 billion). Gross profit increased 7% year-over-year to $1,049 million (FY 2024: $983 million). Gross profit as a percentage of revenue, or gross profit margin, was 54% (FY 2024: 51%). Contribution ex-TAC increased 5% year-over-year, or increased 3% at constant currency, to $1.2 billion (FY 2024: $1.1 billion).

•Retail Media revenue increased 2%, or 2% at constant currency, and Retail Media Contribution ex-TAC increased 2%, or 2% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform, partially offset by the temporary impact of previously communicated scope changes with two specific Retail Media clients.
•Performance Media revenue was flat, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 5%, or 4% at constant currency, driven by the traction of full funnel, cross-channel activation, partially offset by lower AdTech services and supply revenue.

Net Income and Adjusted Net Income

Net income was $149 million (FY 2024: $115 million). Net income attributable to shareholders of Criteo was $145 million, or $2.64 per share on a diluted basis (FY 2024: $112 million, or $1.90 per share on a diluted basis).

Adjusted net income was $253 million, or $4.62 per share on a diluted basis (FY 2024: $268 million, or $4.57 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $407 million, representing an increase of 4% year-over-year (FY 2024: $390 million). This reflects higher Contribution ex-TAC, partially offset by planned growth investments. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 35% (FY 2024: 35%).

Operating expenses increased 2% year-over-year to $847 million (FY 2024: $832 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 7% or $41 million to $668 million (FY 2024: $627 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $161 million in Q4 2025 (Q4 2024: $169 million).

Free Cash Flow was $134 million in Q4 2025 (Q4 2024: $146 million).

Cash and cash equivalents, and marketable securities, increased $56 million compared to December 31, 2024 to $389 million, after spending $152 million on share repurchases in 2025 (2024: $225 million).

As of December 31, 2025, the Company had total financial liquidity of approximately $891 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

Redomiciliation to Luxembourg and Direct Listing

Following the favorable opinion of the works council, Criteo's Board of Directors has approved the previously announced proposed transfer of the Company's legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and the replacement of its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq. A general meeting of the Company's shareholders will be held on February 27, 2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain approval by the Company's shareholders for the Conversion and certain related proposals.

The expected timing for completion of the Conversion remains the third quarter of 2026, subject to shareholder approval and other customary conditions. As previously announced, following the Conversion, Criteo intends to pursue a subsequent corporate redomiciliation from Luxembourg to the United States if the Board of Directors determines such action is in the best interests of the Company and its shareholders, subject to the prior Company's works council consultation process.


3

2026 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of February 11, 2026.

Fiscal year 2026 guidance:
•Contribution ex-TAC growth of flat to +2% at constant currency
•Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC

First quarter 2026 guidance:
•Contribution ex-TAC between $245 million and $250 million, or -11% to -9% year-over-year at constant-currency
•Adjusted EBITDA between $50 million and $55 million

The Company's first quarter and full year 2026 guidance reflects the near-term impact of previously communicated scope changes with two specific Retail Media clients. The first quarter of 2026 is expected to represent the low point of the year.

The Company’s adjusted EBITDA outlook for the first quarter and full year 2026 reflects growth investments in agentic AI, foreign exchange headwinds on euro-based costs, and costs related to certain corporate matters.

The above guidance for the first quarter and fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.847, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British pound rate of 0.737, a U.S. dollar-Korean Won rate of 1,450 and a U.S. dollar-Brazilian real rate of 5.40.

The above guidance assumes that no acquisitions and dispositions are completed during the first quarter of 2026 or the fiscal year ended December 31, 2026.

Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

Extension of Share Repurchase Authorization

Criteo's Board of Directors approved an increase of the previously authorized share repurchase program of the Company's outstanding American Depositary Shares. As of February 6, 2026, the remaining share buyback authorization was extended to up to $200 million. The Company intends to use repurchased shares under this extended program to satisfy employee equity obligations in lieu of issuing new shares, which would limit future dilution for its shareholders, as well as to fund potential acquisitions in the future.

Under the terms of the authorization, the stock purchases may be made from time to time in compliance with applicable state and federal securities laws and applicable provisions of French corporate law. The timing and amounts of any purchases will be based on market conditions and other factors including price, regulatory requirements and capital availability, as determined by Criteo's management team. The program does not require the purchase of any minimum number of shares and may be suspended, modified or discontinued at any time without prior notice.


4

Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.


5

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending March 31, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the Conversion, materialize as expected; uncertainty regarding international operations and expansion (including related to changes in a specific country's or region's political or economic conditions (such as changes in or new tariffs)); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the Conversion; failure to satisfy any of the other conditions to the Conversion, including the condition that the option to withdraw shares for cash in connection with the Conversion is not exercised above a certain threshold; the Conversion not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the Conversion by our board of directors up to three days prior to the general shareholders' meeting to vote thereon; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2025, and in subsequent Quarterly Reports on Form 10-Q, the proxy statement/prospectus filed with the SEC under Rule 424(b)(3) on January 22, 2026 in connection with the Conversion, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.


6


Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, February 11, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

•United States:         +1 800 836 8184
•International:            +1 646 357 8785
•France                080-094-5120

Please ask to be joined into the "Criteo" call.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce media company that enables marketers and media owners to drive better commerce outcomes. Its industry leading Commerce Media Platform connects thousands of marketers and media owners to deliver richer consumer experiences from product discovery to purchase. By powering trusted and impactful advertising, Criteo supports an open internet that encourages discovery, innovation, and choice. For more information, please visit www.criteo.com.

Contacts

Investor Relations & Corporate Communications
Melanie Dambre, m.dambre@criteo.com

Public Relations
Jessica Meyers, j.meyers@criteo.com

Financial information to follow

7

CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)

December 31, 2025December 31, 2024
Assets
Current assets:
Cash and cash equivalents$342,038 $290,693 
Trade receivables, net of allowances of $ 25.9 million and $ 28.6 million as of December 31, 2025 and December 31, 2024, respectively
582,102 800,859 
Income taxes14,233 1,550 
Other taxes57,050 53,883 
Marketable securities - current portion23,242 26,242 
Prepaid expenses and other current assets53,210 50,887 
Total current assets1,071,875 1,224,114 
Property and equipment, net139,330 107,222 
Intangible assets, net151,853 158,384 
Goodwill535,761 515,188 
Right of use asset - operating lease134,205 99,468 
Marketable securities - noncurrent portion23,500 15,584 
Noncurrent financial assets8,314 4,332 
Deferred tax assets90,689 81,006 
Other noncurrent assets45,680 61,151 
    Total noncurrent assets1,129,332 1,042,335 
Total assets$2,201,207 $2,266,449 
Liabilities and shareholders' equity
Current liabilities:
Trade payables$566,046 $802,524 
Contingencies - current portion9,229 1,882 
Income taxes27,528 34,863 
Financial liabilities - current portion11,360 3,325 
Lease liability - operating - current portion33,085 25,812 
Other taxes14,713 19,148 
Employee - related payables114,416 109,227 
Other current liabilities68,277 49,819 
Total current liabilities844,654 1,046,600 
Deferred tax liabilities5,285 4,067 
Defined benefit plans5,707 4,709 
Lease liability - operating - noncurrent portion105,277 77,584 
Contingencies - noncurrent portion22,729 31,939 
Other noncurrent liabilities31,826 20,453 
    Total noncurrent liabilities170,824 138,752 
Total liabilities1,015,478 1,185,352 
Shareholders' equity:
Common shares, €0.025 par value, 55,659,895 and 57,744,839 shares authorized and issued, and 51,151,866 and 54,277,422 outstanding at December 31, 2025 and December 31, 2024, respectively.
1,871 1,931 
Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025 and December 31, 2024, respectively.
(120,853)(125,298)
Additional paid-in capital706,321 709,580 
Accumulated other comprehensive loss(68,879)(108,768)
Retained earnings630,750 571,744 
Equity attributable to shareholders of Criteo S.A.1,149,210 1,049,189 
Noncontrolling interests36,519 31,908 
Total equity1,185,729 1,081,097 
Total equity and liabilities$2,201,207 $2,266,449 


8

CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)
Three Months EndedTwelve Months Ended
December 31December 31
2025202420252024
Revenue$541,136 $553,035 $1,944,901 $1,933,289 
Cost of revenue
Traffic acquisition cost211,094 218,636 770,284 811,806 
Other cost of revenue32,639 33,428 125,237 138,512 
Gross profit297,403 300,971 1,049,380 982,971 
Operating expenses:
Research and development expenses75,266 67,559 283,303 279,341 
Sales and operations expenses110,271 97,356 394,370 376,090 
General and administrative expenses39,352 41,548 168,942 176,138 
Total operating expenses
224,889 206,463 846,615 831,569 
Income from operations72,514 94,508 202,765 151,402 
Financial and other income329 2,206 809 3,095 
Income before taxes72,843 96,714 203,574 154,497 
Provision for income taxes26,472 24,770 54,195 39,784 
Net income$46,371 $71,944 $149,379 $114,713 
Net income attributable to shareholders of Criteo S.A.$47,642 $71,095 $144,602 $111,571 
Net (loss) income attributable to noncontrolling interests
$(1,271)$849 $4,777 $3,142 
Weighted average shares outstanding used in computing per share amounts:
Basic52,234,730 54,695,112 52,934,526 54,817,136 
Diluted53,107,946 57,640,779 54,792,540 58,605,529 
Net income attributable to shareholders per share:
Basic$0.91 $1.30 $2.73 $2.04 
Diluted$0.90 $1.23 $2.64 $1.90 

9

CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
2025202420252024
Cash flows from operating activities
Net income$46,371 $71,944 $149,379 $114,713 
Noncash and nonoperating items61,584 56,105 175,203 192,118 
           - Amortization and provisions32,327 20,620 129,446 87,754 
           - Equity awards compensation expense5,811 20,424 57,848 102,617 
           - Gain on disposal of and impairment of long-lived assets
1,787 6,494 1,728 7,418 
           - Change in uncertain tax positions9,938 (7)10,359 1,757 
           - Net change in fair value of earn-out— (2,195)— 1,007 
           - Change in deferred taxes(30,920)(9,670)(7,533)(26,040)
           - Change in income taxes42,497 28,710 (21,992)19,389 
           - Other144 (8,271)5,347 (1,784)
Changes in assets and liabilities52,738 41,405 (13,345)(48,670)
           - Trade receivables(15,749)(167,111)245,977 (28,516)
           - Trade payables34,318 193,703 (265,395)(17,160)
           - Other current assets8,340 10,881 13,665 10,142 
           - Other current liabilities24,385 2,925 (7,505)(11,314)
           - Change in operating lease liabilities and right of use assets1,444 1,007 (87)(1,822)
NET CASH PROVIDED BY OPERATING ACTIVITIES160,693 169,454 311,237 258,161 
Cash flows from investing activities
Acquisition of intangible assets, property and equipment(27,429)(24,159)(102,739)(78,112)
Disposal of intangibles assets, property and equipment
934 765 2,013 1,476 
Payment for businesses, net of cash acquired— — — (527)
Purchases of investment securities(5,257)(20,950)(28,436)(26,688)
Maturities and sales of investment securities(258)5,409 28,029 5,950 
NET CASH USED IN INVESTING ACTIVITIES(32,010)(38,935)(101,133)(97,901)
Cash flows from financing activities
Proceeds from exercise of stock options— 117 1,897 4,550 
Repurchase of treasury stocks(36,620)(67,103)(152,064)(224,595)
Cash payment for contingent consideration— (51,983)— (51,983)
Change in other financing activities(475)2,825 (1,309)1,529 
NET CASH USED IN FINANCING ACTIVITIES(37,095)(116,144)(151,476)(270,499)
Effect of exchange rates changes on cash and cash equivalents(4,564)(7,422)(7,212)(10,159)
Net increase (decrease) in cash and cash equivalents and restricted cash87,024 6,953 51,416 (120,398)
Net cash and cash equivalents and restricted cash at the beginning of the period255,335 283,990 290,943 411,341 
Net cash and cash equivalents and restricted cash at the end of the period$342,359 $290,943 $342,359 $290,943 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$3,474 $(4,606)$(64,930)$(40,705)
Cash paid for interest$(615)$(328)$(1,584)$(1,360)
Non-cash investing and financing activities:
Intangible assets, property, and equipment acquired through payables$18,126 $1,758 $18,126 $1,758 


10

CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
2025202420252024
CASH FROM OPERATING ACTIVITIES$160,693 $169,454 $311,237 $258,161 
Acquisition of intangible assets, property and equipment
(27,429)(24,159)(102,739)(78,112)
Disposal of intangible assets, property and equipment
934 765 2,013 1,476 
FREE CASH FLOW (1)
$134,198 $146,060 $210,511 $181,525 



(1) Free Cash Flow is defined as cash flow from operating activities less net acquisitions of intangible assets, property and equipment.
11

CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit
(U.S. dollars in thousands, unaudited)


Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY Change20252024YoY Change
Gross Profit297,403 300,971 (1)%1,049,380 982,971 7 %
Other Cost of Revenue32,639 33,428 (2)%125,237 138,512 (10)%
Contribution ex-TAC (1)
$330,042 $334,399 (1)%$1,174,617 $1,121,483 5 %




(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


















































































12

CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)


Three Months EndedTwelve Months Ended
December 31December 31
Segment20252024YoY Change
YoY Change at Constant Currency (2)
20252024YoY Change
YoY Change at Constant Currency (2)
Revenue
Retail Media$76,347 $91,889 (17)%(18)%$263,872 $258,303 2 %2 %
Performance Media464,789 461,146 1 %(2)%1,681,029 1,674,986 — %(1)%
Total541,136 553,035 (2)%(4)%1,944,901 1,933,289 1 %— %
Contribution ex-TAC
Retail Media74,620 90,228 (17)%(18)%259,684 253,846 2 %2 %
Performance Media255,422 244,171 5 %2 %914,933 867,637 5 %4 %
Total (1)
$330,042 $334,399 (1)%(4)%$1,174,617 $1,121,483 5 %3 %




(1) Refer to the Non-GAAP Financial Measures section of this filing for a definition of the Non-GAAP metric.

(2) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.
13

CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY
Change		20252024YoY
Change
Net income$46,371 $71,944 (36)%$149,379 $114,713 30 %
Adjustments:
Financial Income(329)(2,206)85 %(460)(3,095)85 %
Provision for income taxes26,472 24,770 7 %54,195 39,784 36 %
Equity related compensation7,079 21,710 (67)%59,573 105,742 (44)%
Pension service costs203 (23)983 %786 495 59 %
Depreciation and amortization expense (2)
31,092 25,514 22 %122,320 101,193 21 %
Acquisition-related costs— (522)100 %— 1,439 (100)%
Restructuring, integration and transformation costs9,200 2,821 226 %18,531 29,847 (38)%
Other noncash or nonrecurring events (2) (3)
— — NM2,372 — NM
Total net adjustments73,717 72,064 2 %257,317 275,405 (7)%
Adjusted EBITDA (1)
$120,088 $144,008 (17)%$406,696 $390,118 4 %

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
(3) During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

14

CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY Change20252024YoY Change
Research and Development expenses$75,266 $67,559 11 %$283,303 $279,341 1 %
Equity related compensation5,397 9,713 (44)%20,997 54,628 (62)%
Depreciation and Amortization expense (2)
21,454 13,740 56 %82,911 51,936 60 %
Pension service costs112 57 96 %434 330 32 %
Restructuring, integration and transformation costs537 412 30 %1,025 8,576 (88)%
Other noncash or nonrecurring events(2)
— — NM872 — NM
Non GAAP - Research and Development expenses47,766 43,637 9 %177,064 163,871 8 %
Sales and Operations expenses110,271 97,356 13 %394,370 376,090 5 %
Equity related compensation5,194 6,892 (25)%19,384 22,985 (16)%
Depreciation and Amortization expense2,193 3,311 (34)%12,704 12,960 (2)%
Pension service costs26 (110)124 %102 (32)419 %
Restructuring, integration and transformation costs2,269 (26)NM2,358 5,467 (57)%
Non GAAP - Sales and Operations expenses100,589 87,289 15 %359,822 334,710 8 %
General and Administrative expenses39,352 41,548 (5)%168,942 176,138 (4)%
Equity related compensation(3,512)5,105 (169)%19,192 28,129 (32)%
Depreciation and Amortization expense369 391 (6)%1,433 1,716 (16)%
Pension service costs65 30 117 %250 197 27 %
Acquisition-related costs— (522)100 %— 1,439 (100)%
Restructuring, integration and transformation costs6,394 2,435 163 %15,148 15,804 (4)%
Other noncash or nonrecurring events (3)
— — NM1,500 — NM
Non GAAP - General and Administrative expenses36,036 34,109 6 %131,419 128,853 2 %
Total Operating expenses224,889 206,463 9 %846,615 831,569 2 %
Equity related compensation7,079 21,710 (67)%59,573 105,742 (44)%
Depreciation and Amortization expense 24,016 17,442 38 %97,048 66,612 46 %
Pension service costs203 (23)983 %786 495 59 %
Acquisition-related costs— (522)100 %— 1,439 (100)%
Restructuring, integration and transformation costs9,200 2,821 226 %18,531 29,847 (38)%
Other noncash or nonrecurring events (2) (3)
$— $— NM$2,372 $— NM
Total Non GAAP Operating expenses (1)
$184,391 $165,035 12 %$668,305 $627,434 7 %

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
(3) During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.
15

CRITEO S.A.
Reconciliation of Adjusted Net Income to Net Income
(U.S. dollars in thousands except share and per share data, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY Change20252024YoY Change
Net income$46,371 $71,944 (36)%$149,379 $114,713 30 %
Adjustments:
Equity related compensation7,079 21,710 (67)%59,573 105,742 (44)%
Amortization of acquisition-related intangible assets8,530 8,573 (1)%37,061 34,860 6 %
Acquisition related costs— (522)100 %— 1,439 (100)%
Restructuring, integration and transformation costs 9,200 2,821 226 %18,531 29,847 (38)%
Other noncash or nonrecurring events (2) (3)
— — NM2,372 — NM
Tax impact of the above adjustments (4)
(2,118)(3,686)43 %(13,931)(18,734)26 %
Total net adjustments22,691 28,896 (21)%103,606 153,154 (32)%
Adjusted net income (1)
$69,062 $100,840 (32)%$252,985 $267,867 (6)%
Weighted average shares outstanding
 - Basic52,234,730 54,695,112 52,934,526 54,817,136 
 - Diluted53,107,946 57,640,779 54,792,540 58,605,529 
Adjusted net income per share
 - Basic$1.32 $1.84 (28)%$4.78 $4.89 (2)%
 - Diluted$1.30 $1.75 (26)%$4.62 $4.57 1 %



(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.
(3) During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.
(4) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.
16

CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)

Three Months EndedTwelve Months Ended
December 31December 31
20252024YoY
Change		20252024YoY
Change
Gross Profit as reported$297,403 $300,971 (1)%$1,049,380 $982,971 7 %
Other cost of revenue as reported32,639 33,428 (2)%125,237 138,512 (10)%
Contribution ex-TAC as reported(2)
330,042 334,399 (1)%1,174,617 1,121,483 5 %
Conversion impact U.S. dollar/other currencies(8,138)— (13,936)— 
Contribution ex-TAC at constant currency321,904 334,399 (4)%1,160,681 1,121,483 3 %
Traffic acquisition costs as reported211,094 218,636 (3)%770,284 811,806 (5)%
Conversion impact U.S. dollar/other currencies(4,487)— (7,198)— 
Traffic acquisition costs at constant currency206,607 218,636 (6)%763,086 811,806 (6)%
Revenue as reported541,136 553,035 (2)%1,944,901 1,933,289 1 %
Conversion impact U.S. dollar/other currencies(12,625)— (21,134)— 
Revenue at constant currency$528,511 $553,035 (4)%$1,923,767 $1,933,289 — %



(1) Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

(2) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.


17

CRITEO S.A.
Information on Share Count
(unaudited)

Twelve Months Ended
20252024
Shares outstanding as at January 1,54,277,42255,765,091
Weighted-average effect of changes in shares outstanding during the period
(1,342,896)(947,955)
Basic number of shares - Basic EPS basis52,934,52654,817,136
Dilutive effect of share-based awards - Treasury method1,858,014 3,788,393 
Diluted number of shares - Diluted EPS basis54,792,54058,605,529
Shares issued as at December 31, before Treasury stock
55,659,89557,744,839
Treasury stock as of December 31,
(4,508,029)(3,467,417)
Shares outstanding as of December 31, after Treasury stock
51,151,86654,277,422
































18

CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)

YoY
Change		QoQ
Change		Q4
2025		Q3
2025		Q2
2025		Q1
2025		Q4
2024		Q3
2024		Q2
2024		Q1
2024		Q4
2023
Clients(3)%(1)%16,78616,97717,14217,08417,26917,16217,74417,76718,197
Revenue (2)%15%541,136469,660482,671451,434553,035458,892471,307450,055566,302
Americas(12)%20%241,987201,978199,797192,908274,620206,816212,374198,365280,597
EMEA11%16%202,901174,335185,955164,861183,372161,745168,496162,842189,291
APAC1%3%96,24893,34796,91993,66595,04390,33190,43788,84896,414
Revenue(2)%15%541,136469,660482,671451,434553,035458,892471,307450,055566,302
Retail Media(17)%14%76,34767,11460,91359,49891,88960,76554,77750,87276,583
Performance Media1%15%464,789402,546421,758391,936461,146398,127416,530399,183489,719
TAC(3)%16%211,094181,526190,602187,062218,636192,789204,214196,167249,926
Retail Media4%103%1,7278499047081,6611,1829117032,429
Performance Media(4)%16%209,367180,677189,698186,354216,975191,607203,303195,464247,497
Contribution ex-TAC (1)
(1)%15%330,042288,134292,069264,372334,399266,103267,093253,888316,376
Retail Media(17)%13%74,62066,26560,00958,79090,22859,58353,86650,16974,154
Performance Media5%15%255,422221,869232,060205,582244,171206,520213,227203,719242,222
Cash flow from (used for) operating activities (5)%79%160,68889,600(1,397)62,341169,45457,50317,18714,017161,340
Capital expenditures13%19%26,49522,25834,88217,09123,39418,89921,11913,22419,724
Net cash position 18%34%342,359255,335206,024286,171290,942283,990291,698341,862411,257
Headcount4%—%3,6493,6503,6213,5333,5073,5043,4983,5593,563
Days Sales Outstanding (days - end of month)
(5) days(7) days576465686265646658

(1) Refer to the "Non-GAAP Financial Measures" section for a definition of this Non-GAAP metric.
19