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CRITEO REPORTS FIRST QUARTER 2026 RESULTS

Q1 Activated Media Spend Surpasses $1 Billion for the First Time
Deployed $31 Million to Repurchase Shares in Q1 2026

NEW YORK - May 6, 2026 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months ended March 31, 2026:

Three Months Ended
March 31,
20262025YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$425$451(6)%
Gross Profit$223$237(6)%
Net Income
$9$40(79)%
Gross Profit margin52%52%0 ppt
Diluted EPS$0.15$0.66(77)%
Cash from operating activities$48$62(23)%
Cash and cash equivalents$320$28612%
Non-GAAP Results1
Contribution ex-TAC$250$264(5)%
Adjusted EBITDA$65$92(30)%
Adjusted diluted EPS$0.73$1.10(34)%
Free Cash Flow (FCF)$16$45(65)%
FCF / Adjusted EBITDA25%49%(24) ppt

"We delivered a solid start to 2026 with disciplined execution and meaningful progress against our strategy,” said Michael Komasinski, Chief Executive Officer of Criteo. “While the near-term outlook reflects a more challenging environment, we are advancing our AI roadmap, strengthening our commercial organization, and scaling our AI-driven solutions across Performance Media and Retail Media. We remain confident in our path to reacceleration and the opportunity ahead.”

Operating Highlights

•Criteo became the first advertising technology partner integrating with OpenAI's advertising solution.
•We expanded our GO platform with full self-service access and agentic onboarding for small and mid-sized businesses (SMBs).
•Criteo's media spend2 was $4.4 billion in the last 12 months and $1.0 billion in Q1 2026, up 8% year-over-year at constant currency3.
•Retail Media Contribution ex-TAC was down (32)% year-over-year at constant currency3, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.
•We expanded our DoorDash partnership in Canada and added Hyundai Department Store in APAC, further strengthening our Retail Media footprint.
•Performance Media Contribution ex-TAC was down (2)% year-over-year at constant currency3.
•We deployed $31 million of capital for share repurchases in the first three months of 2026.
•We received overwhelming shareholder support to redomicile from France to Luxembourg, with completion expected in the third quarter of 2026.




___________________________________________________
1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.
2 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.
3 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.
1

Financial Summary

Revenue for Q1 2026 was $425 million, gross profit was $223 million and Contribution ex-TAC was $250 million. Net income for Q1 2026 was $9 million, representing $0.15 per share on a diluted basis. Adjusted EBITDA for Q1 2026 was $65 million, resulting in an adjusted diluted EPS of $0.73. As reported, revenue for Q1 decreased (6)%, gross profit decreased (6)% and Contribution ex-TAC decreased (5)%. At constant currency, revenue for Q1 2026 decreased (9)% and Contribution ex-TAC decreased (9)%. Cash flow from operating activities was $48 million in Q1 2026 and Free Cash Flow was $16 million in Q1 2026. As of March 31, 2026, we had $371 million in cash and marketable securities on our balance sheet.
Sarah Glickman, Chief Financial Officer, said, “Our first quarter results reflect strong execution, while our outlook incorporates macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients so far in the second quarter. We are taking a prudent approach, with a continued focus on execution and cost discipline.”

First Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (6)% year-over-year in Q1 2026, or decreased (9)% at constant currency, to $425 million (Q1 2025: $451 million). Gross profit decreased (6)% year-over-year in Q1 2026 to $223 million (Q1 2025: $237 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q1 2025: 52%). Contribution ex-TAC in the first quarter decreased (5)% year-over-year, or decreased (9)% at constant currency, to $250 million (Q1 2025: $264 million).

•Retail Media revenue decreased (31)%, or (32)% at constant currency, and Retail Media Contribution ex-TAC decreased (31)%, or (32)% at constant currency, reflecting a $27 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.
•Performance Media revenue decreased (2)%, or decreased (6)% at constant currency, and Performance Media Contribution ex-TAC increased 2%, or decreased (2)% at constant currency, reflecting mixed trends in Commerce Growth, continued momentum in our SSP, and improvement in AdTech services.

Net Income and Adjusted Net Income

Net income was $9 million in Q1 2026 (Q1 2025: net income: $40 million). Net income allocated to shareholders of Criteo was $8 million, or $0.15 per share on a diluted basis (Q1 2025: net income allocated to shareholders of $38 million, or $0.66 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $37 million, or $0.73 per share on a diluted basis (Q1 2025: $63 million, or $1.10 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $65 million (Q1 2025: $92 million), reflecting lower Contribution ex-TAC due to the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments in a seasonally low quarter. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 26% (Q1 2025: 35%).

Operating expenses increased 12% year-over-year to $212 million (Q1 2025: $189 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 10% year-over-year to $165 million (Q1 2025: $151 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $48 million in Q1 2026 (Q1 2025: $62 million).

Free Cash Flow was $16 million in Q1 2026 (Q1 2025: $45 million). On a trailing 12-month basis, Free Cash Flow was $181 million.

Cash and cash equivalents, and marketable securities, were $371 million, a $(17) million decrease compared to December 31, 2025, after spending $31 million on share repurchases in the three months ended March 31, 2026.

As of March 31, 2026, the Company had total financial liquidity of approximately $889 million, including $320 million of cash and cash equivalents, $51 million of marketable securities, $468 million available through its revolving credit facility, and $49 million of treasury shares reserved for M&A. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.


2

2026 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of May 6, 2026, including current macro-economic conditions, ongoing geopolitical tensions in the Middle East, and a prudent approach to guidance based on quarter-to-date trends.

Fiscal year 2026 guidance:
•We now expect Contribution ex-TAC to decrease low-single-digit at constant currency.
•We continue to expect an Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC.

Second quarter 2026 guidance:
•We expect Contribution ex-TAC between $260 million and $264 million, or -11% to -9% year-over-year at constant-currency.
•We expect Adjusted EBITDA between $67 million and $71 million.

The Company’s second quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients.

The above guidance for the 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 0.862, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British Pound rate of 0.750, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.300.

The above guidance assumes that no acquisitions and dispositions are completed during the second 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.

3

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.


4

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 December 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, including our use and expected use of AI; 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 redomiciliation from France to Luxembourg (the “Conversion”), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of 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; 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; 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 for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, and in subsequent Quarterly Reports on Form 10-Q, 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.

5

Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, May 6, 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 intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. 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

6

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

March 31, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$319,981 $342,038 
Trade receivables, net of allowances of $ 23.2 million and $ 25.9 million at March 31, 2026 and December 31, 2025, respectively
448,275 582,102 
Income taxes12,985 14,233 
Other taxes61,100 57,050 
Marketable securities - current portion28,348 23,242 
Prepaid expenses and other current assets69,597 53,210 
Total current assets940,286 1,071,875 
Property and equipment, net
155,502 139,330 
Intangible assets, net148,724 151,853 
Goodwill532,525 535,761 
Right of use assets - operating leases128,692 134,205 
Marketable securities - noncurrent portion22,996 23,500 
Noncurrent financial assets
8,193 8,314 
Deferred tax assets88,355 90,689 
Other noncurrent assets
46,777 45,680 
    Total noncurrent assets1,131,764 1,129,332 
Total assets$2,072,050 $2,201,207 
Liabilities and shareholders' equity
Current liabilities:
Trade payables$448,472 $566,046 
Contingencies - current portion11,390 9,229 
Income taxes21,943 27,528 
Financial liabilities - current portion10,626 11,360 
Lease liability - operating - current portion34,475 33,085 
Other taxes12,820 14,713 
Employee - related payables119,297 114,416 
Other current liabilities78,025 68,277 
Total current liabilities737,048 844,654 
Deferred tax liabilities5,179 5,285 
Defined benefit plans5,725 5,707 
Lease liability - operating - noncurrent portion99,221 105,277 
Contingencies - noncurrent portion23,039 22,729 
Other noncurrent liabilities
32,403 31,826 
    Total noncurrent liabilities165,567 170,824 
Total liabilities902,615 1,015,478 
Shareholders' equity:
Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026 and December 31, 2025, respectively.
1,871 1,871 
Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026 and December 31, 2025, respectively.
(126,390)(120,853)
Additional paid-in capital698,717 706,321 
Accumulated other comprehensive loss
(77,319)(68,879)
Retained earnings635,935 630,750 
Equity attributable to the shareholders of Criteo S.A.1,132,814 1,149,210 
Noncontrolling interests
36,621 36,519 
Total equity1,169,435 1,185,729 
Total equity and liabilities$2,072,050 $2,201,207 


7

CRITEO S.A.
Consolidated Statement of Operations
(U.S. dollars in thousands, except share and per share data, unaudited)
Three Months Ended
March 31,
20262025
Revenue$424,639 $451,434 
Cost of revenue
Traffic acquisition cost174,271 187,062 
Other cost of revenue27,626 27,396 
Gross profit222,742 236,976 
Operating expenses:
Research and development expenses69,683 60,749 
Sales and operations expenses97,501 88,889 
General and administrative expenses45,158 39,171 
Total operating expenses
212,342 188,809 
Income from operations
10,400 48,167 
Financial and other income1,873 2,302 
Income before taxes
12,273 50,469 
Provision for income taxes3,693 10,458 
Net income
$8,580 $40,011 
Net income available to shareholders of Criteo S.A.
$7,817 $37,928 
Net income available to noncontrolling interests$763 $2,083 
Weighted average shares outstanding used in computing per share amounts:
Basic50,352,465 53,979,157 
Diluted50,965,933 57,195,898 
Net income allocated to shareholders per share:
Basic$0.16 $0.70 
Diluted$0.15 $0.66 

8

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

Three Months Ended
March 31,
20262025
Cash flows from operating activities
Net income$8,580 $40,011 
Noncash and nonoperating items40,266 42,630 
          - Amortization and provisions28,569 23,583 
          - Equity awards compensation expense13,347 15,409 
          - Gain (Loss) on disposal of and impairment of long-lived assets
(749)547 
          - Change in uncertain tax positions427 — 
          - Change in deferred taxes2,007 6,888 
          - Change in income taxes(3,692)(4,288)
          - Other357 491 
Changes in assets and liabilities:(639)(20,300)
           - Trade receivables131,986 163,943 
           - Trade payables(112,841)(174,331)
           - Other assets(24,515)(8,460)
           - Other liabilities3,828 (145)
           - Operating lease liabilities and right of use assets903 (1,307)
Net cash provided by operating activities48,207 62,341 
Cash flows from investing activities
Acquisition of intangible assets, property and equipment
(32,848)(17,091)
Disposal of intangibles assets, property and equipment641 — 
Purchases of investment securities(17,319)(11,449)
Maturities and sales of investment securities11,613 11,002 
Net cash used in investing activities(37,913)(17,538)
Cash flows from financing activities
Proceeds from exercise of stock options— 1,845 
Repurchase of treasury stocks(30,969)(56,168)
Change in other financing activities(316)(471)
Net cash used in financing activities(31,285)(54,794)
Effect of exchange rates changes on cash and cash equivalents(1,066)5,219 
Net decrease in cash and cash equivalents and restricted cash(22,057)(4,772)
Net cash and cash equivalents and restricted cash at the beginning of the period342,359 290,943 
Net cash and cash equivalents and restricted cash at the end of the period$320,302 $286,171 
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position
Cash and cash equivalents$319,981 $285,850 
Restricted cash, included in other current assets$321 $321 
Total cash, cash equivalents, and restricted cash$320,302 $286,171 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$(4,951)$(5,920)
Cash paid for interest$(527)$(244)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables$12,204 $1,621 

9

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

Three Months Ended
March 31,
20262025
CASH FROM OPERATING ACTIVITIES
$48,207 $62,341 
Acquisition of intangible assets, property and equipment
(32,848)(17,091)
Disposal of intangible assets, property and equipment
641 — 
FREE CASH FLOW (1)
$16,000 $45,250 


(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.
10

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


Three Months Ended
March 31,
20262025
Gross Profit222,742 236,976 
Other Cost of Revenue27,626 27,396 
Contribution ex-TAC (1)
$250,368 $264,372 




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


















































































11

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


Three Months Ended
March 31,
Segment20262025YoY Change
YoY Change at Constant Currency (2)
Revenue
Retail Media
$41,271 $59,498 (31)%(32)%
Performance Media
383,368 391,936 (2)%(6)%
Total424,639 451,434 (6)%(9)%
Contribution ex-TAC
Retail Media40,589 58,790 (31)%(32)%
Performance Media209,779 205,582 2 %(2)%
Total (1)
$250,368 $264,372 (5)%(9)%



(1) Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric.
(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
12

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


Three Months Ended
March 31,
20262025YoY
Change
Net income$8,580 $40,011 (79)%
Adjustments:
Financial income(1,873)(1,948)4 %
Provision for income taxes3,693 10,458 (65)%
Equity related compensation13,822 15,880 (13)%
Pension service costs198 183 8 %
Depreciation and amortization expense28,367 25,693 10 %
Restructuring, integration and transformation costs
10,162 1,871 443 %
Other noncash or nonrecurring events (2)
1,950 — NM
Total net adjustments56,319 52,137 8 %
Adjusted EBITDA (1)
$64,899 $92,148 (30)%

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) Includes costs related to nonrecurring litigation matters.
13

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

Three Months Ended
March 31,
20262025YoY Change
Research and Development expenses$69,683 $60,749 15 %
Equity related compensation
4,889 4,334 13 %
Depreciation and Amortization expense19,139 16,673 15 %
Pension service costs116 101 15 %
Restructuring, integration and transformation costs315 73 332 %
Non-GAAP - Research and Development expenses45,224 39,568 14 %
Sales and Operations expenses97,501 88,889 10 %
Equity related compensation
2,952 5,421 (46)%
Depreciation and Amortization expense1,417 3,339 (58)%
Pension service costs21 24 (13)%
Restructuring, integration and transformation costs4,539 66 NM
Non-GAAP - Sales and Operations expenses88,572 80,039 11 %
General and Administrative expenses45,158 39,171 15 %
Equity related compensation
5,981 6,125 (2)%
Depreciation and Amortization expense380 333 14 %
Pension service costs61 58 5 %
Restructuring, integration and transformation costs5,308 1,732 206 %
Other noncash or nonrecurring events (2)
1,950 — NM
Non-GAAP - General and Administrative expenses31,478 30,923 2 %
Total Operating expenses212,342 188,809 12 %
Equity related compensation
13,822 15,880 (13)%
Depreciation and Amortization expense 20,936 20,345 3 %
Pension service costs198 183 8 %
Restructuring, integration and transformation costs10,162 1,871 443 %
Other noncash or nonrecurring events (2)
1,950 — NM
Total Non-GAAP Operating expenses (1)
$165,274 $150,530 10 %

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) Includes costs related to nonrecurring litigation matters.
14

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

Three Months Ended
March 31,
20262025YoY Change
Net income
$8,580 $40,011 (79)%
Adjustments:
Equity related compensation13,822 15,880 (13)%
Amortization of acquisition-related intangible assets6,635 8,998 (26)%
Restructuring, integration and transformation costs
10,162 1,871 443 %
Other noncash or nonrecurring events (2)
1,950 — NM
Tax impact of the above adjustments (3)
(4,021)(3,930)(2)%
Total net adjustments28,548 22,819 25 %
Adjusted net income (1)
$37,128 $62,830 (41)%
Weighted average shares outstanding
 - Basic50,352,465 53,979,157 
 - Diluted50,965,933 57,195,898 
Adjusted net income per share
 - Basic$0.74 $1.16 (36)%
 - Diluted$0.73 $1.10 (34)%



(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
(2) Includes costs related to nonrecurring litigation matters.
(3) 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.

15

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

Three Months Ended
March 31,
20262025YoY
Change
Gross Profit as reported$222,742 $236,976 (6)%
Other cost of revenue as reported27,626 27,396 1 %
Contribution ex-TAC as reported(2)
250,368 264,372 (5)%
Conversion impact U.S. dollar/other currencies(9,474)— 
Contribution ex-TAC at constant currency240,894 264,372 (9)%
Traffic acquisition costs as reported174,271 187,062 (7)%
Conversion impact U.S. dollar/other currencies(5,692)— 
Traffic acquisition costs at constant currency168,579 187,062 (10)%
Revenue as reported424,639 451,434 (6)%
Conversion impact U.S. dollar/other currencies(15,166)— 
Revenue at constant currency$409,473 $451,434 (9)%


(1) Constant currency measures exclude the impact of foreign currency fluctuations and are 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 the definition of this Non-GAAP metric.


16

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

Three Months Ended
20262025
Shares outstanding as at January 1,51,151,86654,277,422
Weighted-average effect of changes in shares outstanding during the period
(799,401)(298,265)
Basic number of shares - Basic EPS basis50,352,46553,979,157
Dilutive effect of share-based awards - Treasury method
613,4683,216,741 
Diluted number of shares - Diluted EPS basis50,965,93357,195,898
Shares issued as at March 31, before Treasury stocks
55,659,89557,854,895
Treasury stocks as of March 31,
(5,561,756)(4,285,178)
Shares outstanding as of March 31, after Treasury stocks
50,098,13953,569,717
































17

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

YoY
Change		QoQ
Change		Q1
2026		Q4
2025		Q3
2025		Q2
2025		Q1
2025		Q4
2024		Q3
2024		Q2
2024		Q1
2024
Clients(3)%(2)%16,52816,78616,97717,14217,08417,26917,16217,74417,767
Revenue (6)%(22)%424,639541,136469,660482,671451,434553,035458,892471,307450,055
Americas(18)%(34)%158,629241,987201,978199,797192,908274,620206,816212,374198,365
EMEA6%(14)%175,330202,901174,335185,955164,861183,372161,745168,496162,842
APAC(3)%(6)%90,68096,24893,34796,91993,66595,04390,33190,43788,848
Revenue(6)%(22)%424,639541,136469,660482,671451,434553,035458,892471,307450,055
Retail Media(31)%(46)%41,27176,34767,11460,91359,49891,88960,76554,77750,872
Performance Media(2)%(18)%383,368464,789402,546421,758391,936461,146398,127416,530399,183
TAC(7)%(17)%174,271211,094181,526190,602187,062218,636192,789204,214196,167
Retail Media (4)%(61)%6821,7278499047081,6611,182911703
Performance Media(7)%(17)%173,589209,367180,677189,698186,354216,975191,607203,303195,464
Contribution ex-TAC (1)
(5)%(24)%250,368330,042288,134292,069264,372334,399266,103267,093253,888
Retail Media (31)%(46)%40,58974,62066,26560,00958,79090,22859,58353,86650,169
Performance Media2%(18)%209,779255,422221,869232,060205,582244,171206,520213,227203,719
Cash flow from (used for) operating activities (23)%(70)%48,207160,68889,600(1,397)62,341169,45457,50317,18714,017
Capital expenditures88%22%32,20726,49522,25834,88217,09123,39418,89921,11913,224
Net cash position 12%(6)%320,302342,359255,335206,024286,171290,943283,990291,698341,862
Headcount1%(3)%3,5533,6493,6503,6213,5333,5073,5043,4983,559
Days Sales Outstanding (days - end of month)
(8) days3 days605764656862656466

(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
18