Filed 2026-02-26 · Period ending 2025-12-31 · 77,101 words · SEC EDGAR
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# Criteo S.A. (CRTO) — 10-K
**Filed:** 2026-02-26
**Period ending:** 2025-12-31
**Accession:** 0001576427-26-000014
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1576427/000157642726000014/)
**Origin leaf:** 0cead85cfb334d8160b662d0025b5a1f6d46af78ec7fc20f4635fb68eb53b4bd
**Words:** 77,101
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark One)
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| | ANNUAL REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGEACT OF1934 | |
For the Fiscal Year Ended December 31, 2025
or
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| | TRANSITION REPORT PURSUANT TO SECTION13 OR 15(D) OF THE SECURITIES EXCHANGEACT OF1934 | |
For the transition period fromto
Commission file number: 001-36153
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Criteo S.A. (Exact name of registrant as specified in its charter)
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| France | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
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| 32 Rue Blanche | Paris | France | 75009 | |
| (Address of principal executive offices) | (Zip Code) | |
+33 1 75 85 09 39
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| (Title of class) | (Trading Symbol(s)) | (Name of exchange on which registered) | |
| American Depositary Shares, each representing one ordinary share, nominal value 0.025 per share | CRTO | Nasdaq Global Select Market | |
| Ordinary shares, nominal value 0.025 per share | * | Nasdaq Global Select Market | * | |
* Not for trading, but only in connection with the registration of the American Depositary Shares.
Securities registered pursuant to Section12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes NoIndicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.YesNoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was required to submit such files).YesNoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule12b-2 of the Exchange Act.
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| Large Accelerated Filer | | Accelerated Filer | | |
| Non-acceleratedFiler | | Smaller reporting company | | |
| Emerging growth company | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrants executive officers during the relevant recovery period
pursuant to 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).YesNo
The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, 2025, the last
business day of the registrant's most recently completed second fiscal quarter, was $1,254million, based on the closing
price of the American Depositary Shares as reported by the Nasdaq Global Select Market on such date. Ordinary shares,
nominal value 0.025 per share, held by each officer and director and by each person who owns or may be deemed to
own 10% or more of the outstanding ordinary shares have been excluded since such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 19, 2026, the registrant had 49,859,086 ordinary shares, nominal value 0.025 per share,
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates certain information by reference from the registrants proxy statement for the 2026 Annual
Meeting of Shareholders. Such proxy statement will be filed no later than 120 days after the close of the registrants fiscal
year ended December 31, 2025.
CRITEO S.A.
ANNUAL REPORT ON FORM 10-K
For The Fiscal Year Ended December 31, 2025
TABLE OF CONTENTS
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| PART I | |
| Item1 | Business | 1 | |
| Item1A | Risk Factors | 16 | |
| Item1B | Unresolved Staff Comments | 42 | |
| Item 1C | Cybersecurity | 42 | |
| Item2 | Properties | 44 | |
| Item3 | Legal Proceedings | 44 | |
| Item4 | Mine Safety Disclosures | 44 | |
| PART II | |
| Item5 | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 45 | |
| Item6 | [Reserved] | 56 | |
| Item7 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 57 | |
| Item7A | Quantitative and Qualitative Disclosures About Market Risk | 81 | |
| Item8 | Financial Statements and Supplementary Data | 82 | |
| Item9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 82 | |
| Item9A | Controls and Procedures | 83 | |
| Item9B | Other Information | 84 | |
| Item 9C | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 84 | |
| PART III | |
| Item10 | Directors, Executive Officers and Corporate Governance | 85 | |
| Item11 | Executive Compensation | 85 | |
| Item12 | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 85 | |
| Item13 | Certain Relationships and Related Transactions, and Director Independence | 85 | |
| Item14 | Principal Accounting Fees and Services | 85 | |
| PART IV | |
| Item15 | Exhibits and Financial Statement Schedules | 86 | |
| Item16 | Form 10-K Summary | 88 | |
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GeneralExcept where the context otherwise requires, all references in this Annual Report on Form 10-K ("Form 10-K") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-K, references to "$" and "US$" are to United States dollars. Our audited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. Unless otherwise indicated, the statistical and financial data contained in this Form 10-K are presented as of December 31, 2025.Trademarks"Criteo," the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-K are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-K are the property of their respective holders.Special Note Regarding Forward-Looking Statements This Form 10-K contains forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are based on our managements beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-K, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to differ materially. When used in this Form 10-K, the words "anticipate," "believe," "can," "could," "estimate," "expect," "intend," "is designed to," "may," "might," "objective," "plan," "potential," "predict," "project," "seek," "should," "will," "would" or the negative of these and similar expressions identify forward-looking statements. You should refer to Item 1A "Risk Factors" of this Form 10-K for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-K will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should read this Form 10-K and the documents that we reference in this Form 10-K and have filed as exhibits to this Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. This Form 10-K contains market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-K is generally reliable, such information is inherently imprecise. Summary Risk FactorsInvesting in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described in Item 1A. Risk Factors, which are summarized below:Risks Related to Our Business and IndustryIf we fail to innovate, enhance our brand, adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful.The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.Our success depends on our ability to implement our business transformation and achieve our global business strategies.The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions, which may adversely affect our ability to achieve our growth and business objectives.We have substantial client concentration in certain markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas.Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.Our international operations and expansion expose us to several risks.Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retail partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business.We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future growth, and we may have difficulty sustaining profitability.We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives.Our future success will depend in part on our ability to expand into new advertising channels.Our future success will depend in part on our ability to expand into new industry verticals and continue to build on existing verticals. As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries, which may adversely affect our ability to attract and retain business.Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations.We experience fluctuations in our results of operations due to a number of factors, which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.Risks Related to Data Privacy, Intellectual Property and CybersecurityOur business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property rights of others.Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients.Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSsThe market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating performance.Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or share price.We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions which could compromise our ability to meet our financial obligations and operate and grow our business.Our business could be negatively impacted by the activities of hedge funds or short sellers.We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, which may cause dilution to your holdings.You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.U.S. investors may have difficulty enforcing civil liabilities against our Company and directors and senior management.The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the U.S.General Risk FactorsIn periods of macroeconomic and geopolitical uncertainty beyond our control, businesses may delay or reduce their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business, financial condition, results of operations and/or cash flows.Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our results of operations.We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, that may negatively affect our results of operations.If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.U.S. holders of our ADSs may suffer adverse tax consequences if we are treated as a "passive foreign investment company" for U.S. federal income tax purposes.If a U.S. holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal income tax consequences.Risks Related to the ConversionWe expect to incur additional costs in connection with the Conversion and management attention may be diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the Conversion.Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion or otherwise materially and adversely affect our business, results of operations and financial condition.The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Conversion.Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our domicile from Luxembourg to the United States.The market for our shares may fluctuate as a result of the Conversion.Our tax position could be adversely impacted by changes in tax laws in various jurisdictions.Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Lux Criteo ordinary shares.After the Conversion, if we declare and pay dividends, dividends you receive will generally be subject to Luxembourg dividend withholding tax.The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate.We will be subject to various Luxembourg taxes as a result of the Conversion.There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg.Certain of your rights as a shareholder will change as a result of the Conversion.As a Luxembourg company following the Conversion, we face legal requirements and limitations on company governance and actions which may negatively impact our ability to manage the company and respond to market conditions.The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to meeting certain criteria.Our ability to pay dividends will be restricted under Luxembourg law following the Conversion.Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our ordinary shares and our ability to pursue equity financings.Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer dilution of their shareholding in the event of future share issuances.Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employees.The Lux Articles will contain an exclusive forum provision that could limit a shareholders ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employees.Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws.
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1PART I Item1.Business History and Development of the CompanyCriteo S.A. was initially incorporated as a socit par actions simplifie, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a socit anonyme, or S.A. We are registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of process in the United States ("U.S.") is National Registered Agents, Inc.On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq. The Conversion requires a shareholder vote for approval, which will be conducted through a general meeting of the Companys shareholders on February 27, 2026. If shareholder approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the third quarter of 2026. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such action is in the best interests of the Company and its shareholders.Business Overview Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable business outcomes. Powered by Artificial intelligence ("AI") and informed by $1 trillion in annual commerce transactions, our technology enables discovery, engagement, and conversion across the shopper journey. We reach shoppers wherever they are with personalized advertising and deliver the outcomes that matter most to brands.All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as an orchestration platform and decisioning layer across the ecosystem, operating at global scale.We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads. In 2025, we powered over $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and delivered 2 trillion targeted ads across the open internet and retailer ecosystems.Our platform serves approximately 17,000 clients, including leading global brands, retailers, and media owners. In Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties, and translate that intent data into actionable insights. This enables our clients to deliver high-performing campaigns across all stages of the marketing funnel, from discovery to conversion. In Retail Media, we help brands reach consumers near the digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory. Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of our platform and relationships.Criteos competitive advantage lies in three core assets:1.Actionable Commerce Data: We curate one of the largest commerce data sets in the world, normalizing and mapping over 5 billion SKUs to brands, merchants, and transactions. This gives us unique insight into peopleproduct relationships and purchase intent across categories and channels.2.Extensive, Cross-Channel Media Access: We reach approximately 740 million daily active users through direct integrations with thousands of media owner partners, and more than 3 billion daily active users through social media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of consumer privacy.3.Proprietary Predictive AI: With over two decades of AI innovation, our models continuously learn from billions of shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in real time to deliver superior outcomes for our clients.2Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives, and optimize bids, all in compliance with global privacy standards such as the General Data Protection Regulation (GDPR) and California Consumer Privacy Act of 2018 (the CCPA). This continuous learning loop improves performance and strengthens our platforms intelligence over time.Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of growth in digital advertising. As consumer journeys expand across retail media, the open web, social, connected television ("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop, and to do so with precision, scale, and trust.Industry TrendsCriteo operates at the center of profound shifts in the digital advertising and commerce ecosystems. Consumer attention continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for marketers and opportunity for Criteo. Our goal is to engage consumers wherever they are in their shopping journeys and to help brands, agencies and retailers deliver measurable outcomes across retail media, the open internet, mobile, social platforms, online video and CTV.Several secular trends continue to shape our industry and inform our strategy.Ecommerce growth and digital transformationGlobal ecommerce continues to expand rapidly. According to eMarketer, retail ecommerce penetration is expected to reach 23% in 2027, up from 20% in 2024. This sustained growth is creating more advertising inventory in digital commerce environments and driving continued shifts in marketing budgets toward measurable, data-driven channels. Today approximately 75% of retail media ad spend in the U.S. is concentrated on Amazon, which accounts for roughly one third of ecommerce gross merchandise value. As more brands diversify their media investments beyond Amazon, the opportunity for independent retail media networks continues to grow.Budgets shifting to Retail MediaRetail Media remains one of the fastest growing segments in digital advertising. Brands are reallocating budgets from traditional shopper marketing, trade marketing and upper-funnel media toward retail media because of its proximity to the point of sale and its closed-loop measurement capabilities. Retail media networks are also benefiting from share shifts within digital budgets as advertisers move spend from search and social platforms to channels with higher performance and transparency.Connected television and performance advertisingCTV has become the second fastest growing advertising channel after retail media. As audiences migrate from linear TV to streaming, marketers increasingly demand measurable, performance-oriented solutions for CTV that can be optimized like digital media. The ability to leverage commerce data to reach qualified audiences and measure campaign impact positions Criteo to capture this next wave of performance-driven CTV advertising.Agentic AI and the evolution of shoppingAgentic AI is emerging as a natural extension of how consumers discover and choose products online. AI-powered assistants and shopping agents are beginning to guide people through product discovery and decision-making in more personalized and efficient ways. Scaled and differentiated commerce data will be essential in this environment, allowing AI systems to surface relevant products and recommendations in real time. Criteos combination of deep commerce data, proprietary AI infrastructure and real-time activation capabilities positions us to support advertising that integrates naturally into these evolving consumer experiences.1 Source: McKinsey, Magna Global, eMarketer, GroupM3Addressable MarketCriteos addressable market continues to expand as our platform reaches more channels and touchpoints across the shopper journey. Our Commerce Intelligence Platform enables advertisers to engage consumers wherever they are across retail media, the open internet, mobile, social, online video and CTV, unlocking a broader share of global advertising budgets. As commerce becomes increasingly distributed and measurable, we are positioned at the center of this shift, connecting brands, retailers and media owners through data, AI and scaled activation.In Retail Media, excluding Amazon and China, our Serviceable Available Market ("SAM") is expected to reach approximately $42 billion in advertising spend by 2026 and $50 billion by 2027, reflecting a compound annual growth rate of about 20%. Including Amazon and China, the Total Addressable Market ("TAM") is projected to reach approximately $204 billion by 2027.1 As more retailers scale their media networks and brands increase investment in on-site and off-site retail media, Criteos global reach and integrations position us well to capture this expanding share of spend.In Performance Media, advertisers continue to prioritize measurable outcomes across the full marketing funnel, reallocating spend from traditional and walled-garden environments towards solutions that combine precision targeting, automation and closed-loop measurement. We estimate that our SAM in performance media will reach approximately $143 billion by 2026 across addressable channels. Our platform continues to expand across additional channels, including social, CTV and emerging agentic AI environments, which represent newer areas of growth for Criteo. By applying our commerce data and AI capabilities across these environments, we maintain consistent performance throughout the consumer journey. This broader channel reach naturally expands our TAM and reinforces Criteos ability to capture a growing share of global digital advertising spend.Criteo's Commerce Intelligence PlatformOver the past several years, Criteo has been transforming from a single-channel, managed-service point solution in performance marketing into a full-funnel, cross-channel, self-service commerce AI platform. We offer marketers, agencies, retailers and media owners a unified platform for first-party data activation and monetization. The platform provides a holistic suite of solutions powered by advanced AI and activates one of the worlds largest sets of commerce data to predict outcomes and deliver targeted advertising throughout the buyer journey, from discovery to purchase. Criteos data advantage lies in the scale, granularity and normalization of its commerce data, which enables precise audience targeting and measurable performance.Our technology is designed to drive trusted and impactful business results efficiently and at scale for advertisers, retailers and media owners. These outcomes include driving discovery of our clients brands, products and points of purchase, enabling effective customer acquisition and engagement within their commerce environments, increasing the volume of product sales and strengthening post-sale loyalty and lifetime value.For media owners and retailers, our platform also enhances monetization by driving incremental advertising revenue and yield through the activation of their data and audiences with consumer brands, both directly and via indirect demand partners.Our Demand-Side SolutionsFor advertisers and agencies, we deliver outcome-based advertising across the full funnel:Commerce Max is our suite of retail media demand-side tools that allow brands, agencies and retailers to plan and buy media across retailer and open internet inventory with closed-loop, product-level measurement and return-on-ad-spend optimization.Commerce Growth helps direct-to-consumer brands and agencies drive discovery, acquisition and retention through full-funnel audience targeting powered by Criteos commerce data and AI modeling.GO is our self-service, AI-driven solution that automates campaign creation and optimization, enabling advertisers to launch outcome-based, full-funnel, cross-channel campaigns quickly and efficiently while maintaining performance standards.4Our Supply-Side Solutions For media owners, we enable the enrichment and activation of first-party data and inventory.Commerce Yield provides monetization solutions that help retailers and marketplaces maximize the value of their digital assets through inventory and data management, packaging, and in-depth insights.Commerce Grid is a commerce-focused Supply Side Platform ("SSP") for media owner data and inventory monetization. It powers Commerce Growth, enables access to commerce and retailer audiences with full Demand Side Platform ("DSP") interoperability and provides a programmatic path to retail media at scale. Synergies across our platform drive greater scale, flexibility and value for our partners.Our SegmentsWe report results across two operating and reportable segments: Performance Media and Retail Media.Performance Media encompasses commerce activation, monetization and services that enable advertisers to reach and convert consumers across channels. Performance Media helps brands and agencies achieve measurable results across the full funnel, from discovery to conversion and retention, using outcome-based advertising powered by our AI-driven Commerce Growth (managed-service) and GO (self-service) solutions.Performance Media supports a wide range of business objectives, including:Driving brand and product discovery and new customer acquisition by targeting commerce audiences with high purchase intent;Attracting qualified traffic to client points of purchase across the open internet, mobile and CTV;Increasing conversion and sales through personalized ads informed by commerce data; andStrengthening customer loyalty by re-engaging existing shoppers with relevant product recommendations.We are focused on the following strategic priorities that are expected to reaccelerate growth:Cross-channel expansion: Our goal is to meet consumers wherever they are, with social and CTV as key priorities to deliver measurable outcomes. This diversification broadens our addressable market and unlocks new sources of spend. Full-funnel capabilities: Commerce Audiences already enable precise targeting for acquisition and retention. Expanding these solutions to include discovery audiences allows us to capture a larger share of advertising budgets and deliver performance across the entire marketing funnel.Self-service scale: GO provides advertisers with tools to automate and optimize campaigns efficiently, driving sustainable scale among small and mid-sized clients while reducing our cost to serve and supporting partnership-driven demand, including through our Shopify integration.The rise of agentic AI is a natural extension of our strategy. Intelligent assistants are starting to guide people through their shopping journeys, helping them discover, compare, and choose products in new ways. We see this as another channel where brands will want to engage, because every major shift in digital has created more fragmentation.Our technology enables advertisers to manage cross-channel campaigns through a unified self-service interface, with full visibility into performance and return on ad spend. For larger clients, we also offer managed-service options that provide advanced analytics, insights and strategic guidance.Performance Media operates primarily on a cost-per-thousand-impressions ("CPM") basis, purchasing inventory programmatically through direct publisher relationships and real-time bidding exchanges. This model allows us to optimize ad delivery in real time while maintaining flexibility and scale across our global media network.2 Source: eMarketer5Retail Media enables retailers to generate high-margin advertising revenue from brands and agencies while helping those same advertisers drive product sales on retailer sites. Retail Media connects brands to shoppers at the digital point of sale through personalized ads that appear on retailer websites (on-site) and across the open internet (off-site).Examples of expected business outcomes driven by Retail Media include:Generating advertising revenue for retailers on their online store, by providing retailers with self-service access to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly with consumer brands across various marketing goals;Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest; andDriving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest.Retailers use our self-service technology to manage and monetize their audiences, traffic and ad inventory, while brands and agencies use our demand tools to plan, activate and measure campaigns with closed-loop attribution. We typically charge retailers a negotiated SSP fee and sometimes a technology fee, while brands pay us a negotiated DSP fee. Our retail media ecosystem continues to grow through strategic partnerships and integrations that expand access to demand. Partnerships with Google, Microsoft and Mirakl extend our reach to new advertisers and budget pools, while our API partner program enables agencies and brands to access Criteos technology directly within the buying platforms they already use.For additional information regarding our segments, refer to Note 3, Segment information, in the Consolidated Financial Statements in this Form 10-K.Our Competitive StrengthsCommerce Data AssetsOur data assets include privacy-safe insights derived from our clients' proprietary commerce data about their own consumers, such as transaction activity on their digital properties, giving us exposure to approximately $1 trillion in online sales on a combined basis in 2025, representing approximately a third of the global retail ecommerce sales excluding China2, or $2.9 billion worth of transactions per day on average.Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or service levels, which do not rely on cross-site tracking technologies. The information we collect is anonymized and does not enable us to personally identify any individual consumer.Our high quality and scaled first-party data assets help fuel the accuracy of our algorithms, which improve with the increasing quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well as insights gained through our own extensive operational history. The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy.6We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us. Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on over 5 billion products or services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us with their customers' purchase history data in formats that preserve privacy.We have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands, and their activity on media owners properties.We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All contributing parties benefit from the shared dataset through our platform, enhancing their advertising optimization. Transparency is upheld through clear and permission-based data sharing within our data pools, ensuring mutual benefits for all participants. We maintain high levels of data security and user privacy standards for the data we handle. Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their individual contribution, irrespective of size. Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also actively encourage our clients and media owner partners to provide transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor.AI at Scale AI is central to our ability to deliver measurable outcomes. It is also key to driving operational efficiency across our business. The Criteo AI Lab was established in 2018 and is pioneering AI innovation with engineers, researchers and data scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies. The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI, Information Retrieval and Privacy Preserving Machine Learning. The Criteo AI Engine is our proprietary AI infrastructure that leverages Criteo's data, with the goal of maximizing consumer engagement to drive impactful business outcomes for clients through the delivery of highly relevant and personalized ads in real time.A combination of diverse machine learning models, encompassing deep learning models, among which Generative AI models powering the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to shopper conversion. Our Model Context Protocol ("MCP") server provides the infrastructure for agentic commerce, demonstrating the flexibility of our platform in new AI-driven workflows. MCP serves as a foundation for delivering product and shopper information to AI agents in a real-time, structured and controlled way. It ensures continuously updated data with accurate pricing and availability, optimized for inference precision, and accessible only to authorized partners under clearly defined terms. Our AI agents enable brands to generate audiences, set up and manage campaigns and surface insights instantly, reducing friction across data workflows from natural language. For example, our audience agent is a conversational tool to help marketers explore, build and refine audiences that match their campaign goals, budget, and ideal customer profiles. Our Commerce Foundation Model is a large deep learning multimodal model designed to enhance all our specialized AI models, including recommendation, bidding, keyword search and product categorization. Trained on Criteos extensive commerce data across products, user timelines and contexts, the model will generate holistic embeddings that improve prediction accuracy, training efficiency and scalability across use cases. This initiative positions Criteo at the forefront of commerce intelligence, enabling faster model iteration, reduced training costs and improved performance across solutions.7Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from our client product feeds. Dynamic Creative Optimization+ (DCO+) models optimize banners layout in real time, on a per impression, per user basis. Our patented DCO+ technology offers unlimited personalization, generates and scores trillions of different ad variations without the need to define ad sizes or layouts upfront, while always maintaining the consistency of our clients' brand image.We work to build the next generation of DCO by blending our proprietary models with Generative AI models in order to create exceptional advertising experiences for our clients consumers. Within our platform, Generative AI also powers automation of creative editing in Criteo GO, enhancing productivity and enabling greater creativity.Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a users engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the purchased product or service that our client generates from such purchase.Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which sponsored products to show on our Retail Media client search result pages, in response to a users search queries. As those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly, enabling them to take as input plain sentences or images. Those major modelling advances are anticipated to unlock a range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online conversational touchpoints (e.g., chatbots).Our robust infrastructure continued to advance in 2025, combining scale, efficiency, and innovation to power our growing AI-driven ecosystem. As of December 31, 2025, our 11 data centers operated 27,793 servers equipped with nearly 1 million CPU cores, more than 9 million GPU cores, and over 6.8 million GiB of memory. This evolution reflects a shift towards more powerful and efficient architectures, enabling us to deliver greater computational performance with fewer machines. This transformation strengthens our ability to support increasingly sophisticated AI models while maintaining a leaner and more sustainable infrastructure footprint. By investing in high-density GPU servers and next-generation hardware, we continue to expand the scale, speed, and capability of our platforms-ensuring our systems remain ready to power the next wave of AI innovation. Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via experimentation and A/B tests. For example, in 2025, we performed about 2,449 online A/B tests and over 100,000 offline experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our prediction models by measuring the correlation of specific parameters with user engagement, usually measured by consumer visits, clicks and conversions, typically in the form of sales. Media SupplyWe provide our marketer clients with extensive real-time access to advertising placements through direct relationships with thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination of desktop web, mobile web, mobile in-app display, social, online video, CTV, and ad inventory on major retail ecommerce properties, including shoppable videos, standard banners, native and sponsored product formats.Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment.We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times. These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence, harassment or hate speech. 8In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26 standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification Against Fraud and the Brand Safety Certification.Privacy-by-Design ApproachWe have long established and adopted Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our marketer and media owner customers. Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts. These experts are part of our R&D and Product organizations and consider all facets of user privacy for the design of any new technology, solution or feature of the Commerce Intelligence Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks. Retail MediaOur Retail Media value proposition is unique in the market today as we bring global scale, flexible technology, and deep connections to brand and agency demand. Our offering enables brands and agencies to reach valuable audiences on retailer sites through on-site sponsored, auction-based display and shoppable video ads, while extending those audiences off-site across the open internet with unified reporting and closed-loop measurement, including product-level sales attribution. We provide a common platform for brands, agencies and retailers to buy and sell retail media at scale, benefiting from network effects unique to our multi-retailer ecosystem. Unlike competitors supporting siloed retailer walled gardens, Criteo connects multiple retailers and brands within one interoperable platform, allowing both sides to access greater demand, inventory and budget opportunities. Our deep technical integrations with retailers make us an essential part of their digital monetization strategies, enabling preferred or exclusive inventory access for brands and agencies and delivering a superior shopping experience for consumers.Our Retail Media vision is driven by a powerful flywheel: as more retailers join the platform, they attract greater brand demand, which in turn brings additional retailers seeking access to that demand. Brands leverage retailers unique first-party data to reach high-intent audiences and drive measurable product sales, while gaining insights into shopper behavior and ad performance. This dynamic creates compounding value for all participantsboosting retailer revenue, improving ad effectiveness for brands and enhancing the overall shopper experience.Superior Insights and MeasurementWe believe we have superior capabilities for Commerce Insights and measurement. Our MRC-accredited technology provides our clients with the unique ability to measure against product sales at the product SKU level. For example, our commerce insights can bring together organic shopping data with paid media metrics for brands. Scaled Global PresenceWe do business in 110 countries and have a direct operating presence through 26 offices in 19 countries. We have achieved this global presence by replicating and scaling our effective business model across all geographic markets. Large businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective across multiple geographies. We believe we can meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results and commerce outcomes.Robust Financial ModelOur profitable and cash-generative financial model enables us to invest in growth while maintaining strong profitability. We manage expenses with discipline and continue to expand operating leverage through the scaling of self-service solutions and ongoing process optimization.9Our Business & Growth Opportunities We have positioned the Company at the forefront of industry transformation, and our priority is to drive sustainable and profitable growth for our business. This involves investing in the fast-growing ecommerce space and broadening our value proposition to cover all marketing goals as part of our Commerce Intelligence Platform, driving measurable business outcomes to our marketer and media owner clients. We are further expanding our growing retailer client base, becoming a platform of choice for agencies and brands and reinforcing our performance advantage. Our partner ecosystem is a critical part of Criteos moat and the unique value we provide to clients. Retail Media We continue to unlock and broaden access to demand across our ecosystem. In 2025, Criteo became Googles first onsite Retail Media partner, marking a significant milestone in expanding advertiser reach. We operate the worlds largest independent Retail Media API program, connecting with 14 leading buying partners and integrating with major order management systems. In addition, our partnership with Mirakl Ads extends our capabilities to third-party sellers and mid-to-long-tail advertisers, enabling them to participate efficiently in retail media and access new sources of demand beyond traditional sales and media channels.Performance MediaShopify Integration Criteo has an integration with Shopify through a marketing application that enables eligible merchants to activate advertising campaigns using Criteos performance platform. This integration supports the Companys small and medium-sized business acquisition efforts and provides access to a broader ecosystem of commerce merchants.Measurement Initiatives Criteo continues to advance its measurement capabilities to enhance transparency and performance insights for advertisers. These efforts include continued development of incrementality measurement solutions and evaluation of complementary third-party partners to help advertisers assess the impact of their media investments.Waymark Partnership Criteo has partnered with Waymark to provide AI-generated video ads for clients that do not have existing video assets. This partnership is intended to reduce creative production barriers and support broader adoption of video formats across Criteos client base, enabling cross-channel campaign expansion.Resellers - Criteo operates through reseller partners in select markets across Latin America, Eastern Europe, Africa, Turkey, India, and Southeast Asia, extending the Companys reach in regions where it does not have a direct presence. Partner-managed markets delivered solid performance in 2025, growing revenue approximately 14% year-over-year. Additionally, approximately 20% of eligible advertisers in reseller-managed markets have migrated to Criteos GO platform, reflecting early but meaningful adoption of the Companys self-service technology.1P Data - We have nearly 40 data platform and customer engagement platform partnerships enabling the activation of first-party audiences across Performance Media and Retail Media.We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the potential to accelerate our strategy by enhancing, complementing or expanding our strategic capabilities, primarily through technology and broadening our commerce intelligence capabilities across all channels. Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial profile, strong brand and market position enable us to be an attractive acquirer. We plan to continue investing in business growth while improving productivity and efficiency through organizational simplification and operational excellence, all while maintaining strong profitability. These initiatives are designed to drive long-term, sustainable growth for Criteo. By increasing automation, scaling operations and leveraging advanced technology to streamline processes, we aim to strengthen execution and enhance overall efficiency.10InfrastructureOur ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of December 31, 2025, we manage our global infrastructure of servers through a global network of data centers. Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered through one or more data centers that support each particular area. Within large areas, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for time-constrained services such as Real-Time Bidding. In addition, we replicate data across multiple data centers in a given area to maximize availability and performance. We also generally seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing resource efficiency and clean energy to operate sustainable data centers.As part of our growth strategy, some of our products rely on major public cloud providers. Performance, response time and reach are driving how we manage cloud capacity. We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and software-based access controls for our source code and production systems, segregated networks for different components of our production systems and centralized production systems management.Our Clients On the demand side for commerce media activation, our diversified client base consists of more than 3,500 established brands and agencies, and more than 12,500 performance marketers, primarily in the retail, travel and marketplaces verticals, and including some of the largest and most sophisticated commerce companies in the world. Client retention has remained high, at approximately 90%, underscoring the resilience of our business model.On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 235 retailers, as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets. As of December 31, 2025, we had a total of approximately 17,000 clients. In 2025, approximately 30% of our client relationships were held directly with the client and the remaining 70% with advertising agencies or other third-parties on the Performance Media side of the business, whereas approximately 33% of our Retail Media revenue comes from agencies.In 2025 and 2024, our largest client represented 5% and 5% of our revenue, respectively, and our largest 10 clients represented 19% and 17% of our revenue in the aggregate, respectively. There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on Criteo.Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for large clients, and performance agencies and resellers for midmarket clients. Research and DevelopmentWe invest substantial resources in research and development to maintain our leading position in AI innovation and agentic commerce. Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research and development centers in France, the U.S., Canada, Cyprus, Germany, Romania and Armenia. We expect to continue to expand our technological capabilities in the future and to invest significantly in continued research and development and new solutions. We had 1,181 employees primarily engaged in Research and Development and Product as of December 31, 2025. Research and development expenses, including expenses related to AI innovation and the Product group, totaled $283.3 million, $279.3 million and $242.3 million for 2025, 2024 and 2023, respectively.11Intellectual Property Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom. Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Intelligence Platform or obtain and use information that we regard as proprietary.As of December 31, 2025, we held 33 patents issued by the U.S. Patent and Trademark Office and various foreign counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have also registered numerous internet domain names.Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and associated expenses may be necessary to enforce our proprietary rights.12Privacy, Data Protection and Content ControlLegal and RegulatoryPrivacy and data protection laws play a significant role in our business. The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants ability to collect, augment, analyze, use and share personal data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies.In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may be subject to significant evolutions in the near future both at a federal and at a state level. In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020. The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, creating a statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective. In November 2020, the voters in California passed the California Privacy Rights Act ("CPRA"), which both amends and expands the scope of the CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses. In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California. At the same time, other states in the U.S. are quickly adopting state enacted privacy laws. We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business. In addition, the Criteo Commerce Intelligence Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions.In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet users computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of 20 million or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher. In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to modernize and align the EUs data protection framework with other digital regulations. However, the timing, final content, and enforcement approach of these reforms remain uncertain. As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business.For additional information regarding the investigation into the Company's compliance with privacy laws in the U.S., Europe and elsewhere, please refer to Note 19 Commitments and contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K.13Self-RegulationIn addition to complying with extensive government regulations, we voluntarily and actively participate in several trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted advertising. For example, the Internet Advertising Bureau EU& US, the Network Advertising Initiative, the European Digital Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to provide notice and choice to users regarding targeted advertising.In an effort to harmonize the industrys approach to internet-based advertising, these programs facilitate a user's ability to disable services of integrated providers, but also educate users on the potential benefits of online advertising, including access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future.Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver, which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out of receiving targeted advertisements we deliver.We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information to consumers about our collection and use of data relating to the advertisements we deliver and monitor.Content Control and Brand Safety Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of internal and external brand safety measures to ensure that the brand equity of our clients is protected. These measures include our partnership with industry recognized and MRC-accredited services from DoubleVerify.To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic detected by our systems on their campaigns. We also leverage industry compliant blocklists from the Interactive Advertising Bureau, and Trustworthy Action Group ("TAG") to filter out known sources of IVT and we partner with industry recognized and MRC-accredited service Double Verify to supplement our pre-bid and post-bid detection and filtration capabilities of IVT.We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected group of companies that have been granted the Platinum Seal by TAG.Government RegulationFurther to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties. Competition We compete in the commerce media market and in the broader market for digital marketing and media monetization, primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including but not limited to large well-established internet publishers and players, in particular as we continue to expand the breadth of the Criteo Commerce Intelligence Platform. We currently compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play DSPs, such as The Trade Desk, pure play SSPs such as Magnite or PubMatic, and pure play retail SSPs such as Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies such as Kevel or Koddi. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc., Oracle Corporation 14and Salesforce.com, Inc., or public and private companies specialized in the Marketing Technology space. In addition, web browsers, and desktop and mobile operating systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and impact on the way we operate.SeasonalityOur client base consists primarily of companies in the Retail, Travel and Marketplaces industries. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period.Employees and Human Capital ManagementWe have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of open, together and impactful. As of December 31, 2025, we had 3,649 employees. Our employees employed by French entities (1,031 employees) are covered by a collective bargaining agreement and are represented by employees through a Social and Economic Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations.Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention and employee engagement.Talent Acquisition & DevelopmentAttracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent.Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2025, approximately 18,000 training hours were delivered to our employees. To assess and improve employee retention and engagement, we periodically survey employees, and take action to address areas of employee concern. In 2025, we carried out 3 employee surveys, soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion.CultureAs a global technology company, we believe that an inclusive culture is the cornerstone for driving creative collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment through how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups to encourage community, engagement and networking for all employees.Health, Safety and WellnessEmployee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and support employees with their work life integration andbelieve that flexibility is an essential element to remain engaged, efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on where work is being completed.We foster a dynamic environment where employees are empowered to reach their highest potential.15Total RewardsWe are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with reference to external market comparisons, internal equity, and the relationship between management and non-management compensation. Our total compensation packages include base pay, performance-based incentives, long-term incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family leave, employee assistance and well-being programs among many others.Available InformationOur Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual reference. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10-K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document.16Item 1A Risk Factors Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto, before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your investment. Risks Related to Our Business and IndustryIf we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful.Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities, add functionality to and improve the performance of the Criteo Commerce Intelligence Platform, and address technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased revenue at all. Our investments in our Commerce Intelligence Platform and new technologies are inherently risky and may not be successful. While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases. The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, including large established walled gardens, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure. Certain internet and technology companies have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads , which they can use to their advantage. Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict. In addition to competing for advertising spend, we compete with many companies for advertising inventory. As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory. 17If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their own sales. Competition could also hinder the success of new advertising solutions that we offer in the future. If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense and/or the loss of market share. Our success depends on our ability to implement our business transformation and achieve our global business strategies.Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as the GDPR and restrictions on data collection and use, including those implemented by large technology companies. The components of our transformation include diversification of our services as we rely less on third-party signals, focus on growth and investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth depend on the success of this transformation and our new business strategies, including our management teams ability to successfully implement them. Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations, capital allocation priorities, operational and organizational structure, and increased demands on management. Such changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business. As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of continued transformation and growth and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities. The failure by Criteo AI Engine to accurately predict user engagement and the failure to maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through click or impression- based pricing models or an equivalent, such that our clients only pay us when a user engages with the advertisement, usually by clicking on it. Many of our agreements with clients neither include a spending minimum nor include long-term obligations requiring publishers to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine. In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in the type of data collected, stored, generated or accessed also increases. Our clients satisfaction depends on our ability to prevent advertisements from appearing alongside unlawful, inappropriate, or otherwise non-compliant content under applicable agreements. While this relies partly on the optimal performance of the Criteo AI Engine, the growing adoption of our self-service toolswhere clients operate with limited direct supportcan make it more challenging to guide their usage effectively and to prevent improper ad placements. As with all technology-driven businesses, Criteo is also exposed to risks of fraudulent or malicious activity, including non-human traffic, which can disrupt or degrade the proper functioning of the Criteo AI Engine. For example, automated bots 18or other deceptive mechanisms may artificially inflate click metrics or misattribute ad interactions, distorting campaign performance. The risk of such fraudulent activity is heightened in higher-value formats such as online video and CTV, where inventory CPM is greater. Significant system errors, defects, or fraudulent or malicious activity could impair or disable the Criteo AI Engine, hindering our ability to purchase advertising inventory and generate revenue until these issues are resolved. Failure to prevent ads from being placed in unlawful or inappropriate contexts could also harm our reputation and business relationships. Potential consequences of such events include: Loss of clients or publishers, or reduced inventory purchases by clients; Decrease in consumer visits to clients websites or mobile applications; Inefficient or erroneous inventory purchasing, leading to reduced or negative margins we could need to absorb; Lower return on advertising spend for clients; Reduced value of advertising inventory offered to publishers; Delivery of less relevant or irrelevant ads, lowering click-through and conversion rates; Blocking by internet service providers or regulatory authorities; Client payment disputes, refund demands, campaign terminations, withdrawal of future business, loss of confidence, and potential liability through damages, regulatory actions, or lawsuits; and Adverse publicity or reputational harm. For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher CPM paid for online video and CTV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online video and CTV inventory. As a result, the failure by Criteo AI Engine to accurately predict engagement of users and the failure to maintain the quality of our client and publisher content could result in significant costs, lost revenue and diminished business opportunities. We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic transactions, which may adversely affect our ability to achieve our growth and business objectives.We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic transaction, we may not be successful in negotiating the terms and/or financing of the transaction, and our due diligence may fail to identify all of the problems, contingencies, liabilities or other shortcomings or challenges of the relevant market, business, product, solution or technology. Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely affect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely affect our business, financial condition or operating results, including risks arising from: difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency and across different geographies; ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services; unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof; loss of key employees of acquired businesses; inability to maintain the key business relationships and the reputation of acquired businesses or products; failure to successfully further develop the acquired technology to recoup our investment; diverting managements attention from other business concerns; liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties; implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls; and increased fixed costs without corresponding offsetting growth. 19If we are unable to successfully integrate, leverage the commercial relationships of, or realize the expected benefits of the strategic transactions we complete or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives. We have substantial client concentration in certain markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas. Although our overall customer base is well-diversified, with our largest 10 clients representing 19.5% of our revenue in the aggregate in 2025, in certain of our markets and solutions we derive a substantial portion of revenues from a limited number of clients. We cannot predict the future level of demand for our services and products generated by these clients, and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to terminate or reduce use of our products at any time (subject to notice and certain other provisions). If we fail to retain any of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an increase in business from existing clients, our revenues within certain markets or solutions may be negatively impacted.Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.Governmental authorities around the world have enacted, considered or are considering legislation or regulations that could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising. In the EU, the two main pillars of the data protection legal framework remain the E-Privacy Directive and the GDPR. The E-Privacy Directive mandates that the placing or reading of information in a user's device, such as through a cookie and other tracking technologies, requires such users express consent. The European Data Protection Board has also published guidelines expanding the list of what is a tracking technology under the E-Privacy Directive, limiting our possibility to rely on certain technologies such as racking links and URL. Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of 20 million or 4% of the data controllers or data processors total worldwide turnover from the preceding financial year. High sanctions are also applicable under the E-Privacy Directive. Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Liberts, or the CNIL) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users consent to store or read non-essential cookies and similar technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an accept all button on the first layer of the consent management platform. The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent refuse all button should be present on the first layer of the consent management platform. Further, the ability to withdraw consent must be always readily available. Companies had until March 2021 to ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies. The European Center for Digital Rights (NOYB) has also filed several complaints with data protection authorities for failure to comply with GDPR requirements. In January 2020, the CNIL opened a formal investigation into Criteo. In June 2023, the CNIL issued its decision, which retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of 60.0 million ($65.0 million) to 40.0 million ($44.0 million). Criteo made the required sanction payment in the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the Conseil dEtat. Refer to Note 19 Commitments and contingencies, for more information. In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to modernize and align the EUs data protection framework with other digital regulations. The proposals would, among other things, clarify the definition of personal data, introduce new legal bases for the development and operation of AI systems, adjust breach-notification thresholds and timelines, and consolidate certain E-Privacy and cookie-related provisions directly into the GDPR. In particular, the draft would permit the use of standardized, browser- or device-level consent signals to express user preferences, potentially reducing our clients, publisher and retailer partners ability to manage consent collection through their own interfaces. If adopted, these reforms could alter the scope of lawful processing, affect how we collect and use data for advertising and measurement, and increase operational and compliance complexity. The 20timing, final content, and enforcement approach of these reforms remain uncertain, and any resulting changes could materially impact our business, financial condition, or results of operations. In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information. The California Privacy Rights Act (the CPRA), which both amends and expands the scope of the CCPA and creates additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses became effective January 1, 2023. Californias privacy regulations continue to evolve with new rules on data broker registration, automated decision-making and cybersecurity audits, and enforcement activity is accelerating. In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California, including mandatory risk-assessments and annual cybersecurity audits for certain businesses; new rules governing the use of automated decision-making technology in connection with significant decisions about consumers; and enhanced disclosures, consent/opt-out mechanisms and documentation requirements in connection with consumer privacy rights. These new regulations will begin to take effect on January 1, 2026, with phased compliance deadlines. Because the ultimate reach and enforcement of these obligations are still evolving, the implementation of these rules could require significant changes to our data-collection, processing, governance, audit and compliance frameworks. In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Currently, more than 20 states in the U.S have passed consumer and privacy laws. Although many of these laws are modeled in part on the CCPA and CPRA, they vary in important respects, including definitions of sale or sharing, requirements for targeted advertising opt-outs, data-protection impact assessments, and enforcement mechanisms. This patchwork of state privacy laws increases the complexity of our compliance obligations, may require modifications to our data-handling practices, systems, and consumer interfaces. We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, regulatory exposure, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business. Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results. Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices. Additionally, any perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability. Finally, our legal and financial exposure often depends in part on our clients, publisher and retailer partners or other third parties' adherence to and compliance with privacy laws and regulations and their use of our services in ways consistent with users expectations. If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher and retailer partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients. Beyond privacy, AI regulation is emerging as a major compliance frontier. Given our long history developing, using, and innovating through AI with the Criteo AI Engine, this could increase costs or restrict opportunities. Compliance with existing, expanding, or new laws and regulations regarding AI or use of data to train AI, including the EU AI Act adopted on July 12, 2024 and other data protection laws, may involve significant costs or require changes in products or business practices that could adversely affect our results of operations. In November 2025, the European Commission published the Digital Omnibus on AI Regulation Proposal, which would amend the AI Act by introducing flexible timelines for compliance with high-risk AI obligations, expanding the supervisory role of the European Artificial Intelligence Office, allowing sensitive data processing for bias mitigation and adjusting registration burdens and proportionality requirements. These reforms may require us to modify how we access, train or deploy foundation models or general-purpose AI, undertake additional documentation, governance, oversight and monitoring, and align with evolving definitions of what constitutes an AI system or provider. Any failure to adapt could adversely affect our product development, business 21practices, competitive positioning and results of operations. Additionally, our ability to innovate may be affected if we are unable to access foundation models and general-purpose AI ("GPAI") in the same manner as our non-EU competitors as these GPAI providers may choose to avoid the EU market due to its regulatory complexity. Our international operations and expansion expose us to several risks.As of December 31, 2025, we had a direct operating presence in 26 offices and shared workplaces located in 19 countries and did business in 110 countries. Our current global operations and future initiatives involve a variety of risks, including:operational and execution risk, including localization of the product interface and systems, translation into foreign languages, adaptation for local practices, adequate coordination to onboard local clients and publishers, difficulty of maintaining our corporate culture, challenges inherent to hiring and efficiently managing employees over large geographic distances, and the increasing complexity of the organizational structure required to support expansion and operations into multiple geographies and regulatory systems;insufficient, or insufficiently coordinated, demand for and supply of advertising inventory in specific geographic markets processed through Criteo AI Engine, which could impair its ability to accurately predict user engagement in that market; compliance with (and liability for failure to comply with) applicable local laws and regulations, including, among other things, laws and regulations with respect to data protection and user privacy, data use, tax and withholding, labor regulations, anti-corruption, environment, consumer protection, economic sanctions, public health crises (including the outbreak of contagious disease and pandemics), spam and content, and AI, which laws and regulations may be inconsistent across jurisdictions;intensity of local competition for digital advertising budgets and internet advertising inventory; changes in a specific countrys or regions political or economic conditions, including through elections;risks related to tariffs and trade barriers, pricing structure, payment and currency, including aligning our pricing model and payment terms with local norms, higher levels of credit risk and payment fraud, difficulties in invoicing and collecting in foreign currencies and associated foreign currency exposure, restrictions on foreign ownership and investments, and difficulties in repatriating or transferring funds from or converting currencies; and limited or unfavorable intellectual property (IP) protection.Additionally, operating in international markets also requires significant management attention and financial and legal resources. We cannot be certain that the investment and additional resources required in establishing operations in other countries will produce desired levels of revenue or profitability.Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro. While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition and operating results.Our ability to generate revenue depends on our collection of significant amounts of data from various sources, which may be restricted by consumer choice, clients, publishers and retailer partners, browsers or other software, changes in technology, and new developments in laws, regulations and industry standards.Our ability to optimize the delivery of internet advertisements for our clients depends on our ability to successfully leverage data, including data that we collect from our clients, data we receive from our publisher partners, retailers and third parties, and data from our own operating history. Using cookies and other tracking technologies, such as hashed emails, hashed customer log-ins, hashed mobile phone numbers or mobile advertising identifiers, we collect information about the interactions of users with our clients and publisher and retailer partners digital properties (including, for example, information about the placement of advertisements and users shopping or other interactions with our clients websites or advertisements). Our ability to successfully leverage such data depends on our continued ability to access and use such data, which could be restricted by a number of factors, including consumer choices, restrictions imposed by counterparties (such as clients, supply sources and publisher and retailer partners, who may also compete with us for advertising spend and inventory), web browser developers or other software developers, changes in technology, including changes in web browser technology, increased visibility of consent or do not track mechanisms or ad-blocking software, the emergence of new opt-out signals such as Global Privacy Control and Global Privacy Platform, and new developments in, or new interpretations of, laws, regulations and industry standards. These types of restrictions could materially impair the results of our operations. 22Web browser developers, such as Apple, Mozilla Foundation, Microsoft or Google, have implemented or may implement changes in browser or device functionality that impair our ability to understand the preferences of consumers, including by limiting the use of third-party cookies or other tracking technologies or data indicating or predicting consumer preferences. Currently, several major web browsers block third-party cookies by default. Internet users can also delete cookies from their computers and mobile devices at any time. In July 2024, following the investigation of the UK Competition and Market Authority (CMA), Google announced that it had abandoned plans to phase out support for third-party cookies in Chrome. In October 2025, Google decided to retire all of the related Privacy Sandbox technologies, requiring further adjustments to our data collection methods. Google and other web browser developers have significant resources at their disposal and continue to command substantial market share, and any negative user choice or restrictions they impose could foreclose our ability to understand the preferences of a substantial number of consumers. Although through continued innovation our business is relying less on third-party signals and more on first-party data-based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and serving personalized advertisements to a significant portion of internet users, our business could suffer and our results of operations could be harmed. Similarly, Internet users are increasingly able to download free or paid ad-blocking software, including on mobile devices, which prevent third-party cookies from being stored on a users computer and block advertisements from being displayed to such user. In addition, Google introduced ad blocking software in its Chrome browser that blocks certain ads based on quality standards established under a multi-stakeholder coalition. If such a feature inadvertently or mistakenly blocks ads that are not within the established blocking standards, or if such capabilities become widely adopted and the advertising technology industry does not collaboratively develop alternative technologies, our business could be harmed. The Interactive Advertising Bureau and Digital Advertising Alliance have also developed frameworks that allow users to opt out of the sale of their personal information under the CCPA, in ways that stop or severely limit the ability to show targeted ads. In addition, web browsers that explicitly do not allow the tracking of data may be growing in popularity. If a significant number of web browser users switch to advertising-free services or platforms, our business could be materially impacted. For in-app advertising, data regarding interactions between users and devices are tracked mostly through stable, pseudonymous mobile device identifiers that are built into the device operating system with privacy controls that allow users to express a preference with respect to data collection for advertising, including to disable the identifier and therefore restrict or prevent targeted advertising. These identifiers and privacy controls are defined by the developers of the mobile platforms and could be changed by the mobile platforms in a way that may negatively impact our business. For example, Apple requires user opt-in before permitting access to Apples unique identifier, or IDFA. This shift from enabling user opt-out to an opt-in requirement has had, and is likely to continue to have, a substantial impact on the mobile advertising ecosystem and could harm our growth in this channel. User privacy features of other channels of programmatic advertising, such as CTV or over-the-top video, are still developing. Technical or policy changes, including regulation or industry self-regulation, could harm our growth in those channels. The data we gather is important to the continued development and success of Criteo Shopper Graph, which is a key element of the Criteo Commerce Intelligence Platform. If too few of our clients provide us with the permission to share their data or if our clients choose to stop sharing their data, or if regulatory or other factors inhibit or restrict us from maintaining the data collectives underlying Criteo Shopper Graph, the value of Criteo Shopper Graph could be materially diminished, which could impact the performance of our products and materially impact our business. In addition, our ability to collect and use data may be restricted or prevented by other factors, including: failure of our, or our clients, network, hardware, or software systems; our inability to grow our client and publisher base in new industry verticals and geographic markets to obtain the critical mass of data necessary for Criteo AI Engine to perform optimally; malicious traffic (such as non-human traffic) that introduces noise in the information that we collect from clients and publishers and retailer partners; and interruptions, failures or defects in our data collection, mining, analysis and storage systems, including due to our reliance on external third-party providers for cloud computing services and data center hosting services, in a highly competitive and dense market. Any of the above-described limitations could also harm our business and adversely impact our future results of operations. 23We derive a significant portion of our revenue from companies in the retail, travel and marketplaces industries, and any downturn in these industries or any changes in regulations affecting these industries could harm our business.A significant portion of our revenue is derived from companies in the Retail, Travel and Marketplaces industries. In particular, advertisements placed by Retail commerce businesses accounted for 75.0% of our Performance Media revenue in both 2025 and 2024. Any downturn or increased competitive pressure in any of our core industries, such as decreases in consumer spending power or confidence, retailer downturns or bankruptcies due to poor economic conditions, or in other industries we may target in the future, may cause our clients to reduce their spending with us, or delay or cancel their advertising campaigns with us.We operate in a rapidly evolving industry, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. Our historical growth rates may not be indicative of our future growth, and we may have difficulty sustaining profitability.We operate in a rapidly evolving industry. Our ability to forecast our future operating results is subject to several uncertainties, including our ability to plan for and model future growth in both our business and the digital advertising market. We are subject to risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, including challenges in forecasting accuracy, determining appropriate nature and levels of investments, predicting adequate future headcount, assessing appropriate returns on investments, achieving market acceptance of our existing and future offerings, managing client implementations and developing new solutions. If our assumptions regarding these uncertainties, which we regularly use and update to plan our business, are incorrect or change in reaction to changes in our markets, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.You should not consider our revenue growth in past periods to be indicative of our future performance. In future periods, our revenue could decline or grow more slowly than we expect. We believe the growth of our revenue depends on several factors, including our ability to:attract new clients, and retain and expand our relationships with existing clients; maintain the breadth of our media owner network and attract new publishers and media owners, including large retailers, publishers of web content, mobile applications and video and social games, in order to grow the volume and breadth of advertising inventory available to us; broaden our solutions portfolio to include additional marketing and monetization goals for commerce companies and consumer brands across the open Internet, including web, apps and stores;adapt our offering to meet evolving needs of businesses, including to address market trends such as the (i) continued migration of consumers from desktop to mobile and from websites to mobile applications, (ii) increasing percentage of sales that involve multiple digital devices, (iii) increasing retailer adoption of retail media monetization solutions, (iv) growing adoption by consumers of ad-blocking software on web browsers on desktop and/or mobile devices and use by consumers of advertising-free services, (v) changes in the marketplace for and supply of advertising inventory, (vi) rapid growth of AI, including agentic AI, and the potential impact on consumer experience, (vii) changes in the overall ecosystem resulting in signal loss and (viii) changes in consumer acceptance of tracking technologies for targeted or behavioral advertising purposes; maintain and increase our access to data necessary for the performance of Criteo AI Engine;continuously improve the algorithms underlying Criteo AI Engine and apply state-of-the-art machine learning approaches and hardware; and continue to adapt to a changing regulatory landscape governing data use, data protection, privacy matters and AI.We also anticipate continuing to invest in our business to increase the scale of our platform and attract more media spend. We cannot be certain that this strategy will be successful or result in increased liquidity or long-term value for our shareholders.We face intense competition for employee talent, and if we do not retain and continue to attract highly skilled talent or retain our senior management team and other key employees, we may not be able to achieve our business objectives.Our future success depends on our ability to continue to attract, hire, retain and motivate highly skilled employees, particularly AI experts, software engineers, product managers and other employees with the technical skills that enable us to deliver effective advertising solutions. Competition for experienced and highly skilled employees in our industry is 24intense, in particular in the fields of AI and data science, and we expect certain of our key competitors, who are larger than us and have access to more substantial resources, to pursue top talent on a global basis.Our future success also depends on the continued service of our senior management team. As a global team heading a global company, our management team must operate and collaborate across multiple geographies, which can make coordinated management more challenging. Business transformation periods, changes in leadership and changes due to business reorganization may result in uncertainty, impact business performance and strategies, and retention of key personnel. We may be unable to attract or retain or successfully transition the management and highly skilled personnel who are critical to our success, which could disrupt our business, hinder our ability to keep pace with innovation and technological change in our industry, drive stock price volatility, or result in harm to our key client and publisher relationships, loss of key information, expertise or proprietary knowledge and unanticipated recruitment and training costs.If we are unable to continue to successfully attract and retain highly skilled talent, senior management and maintain our corporate culture, it could adversely affect our ability to compete effectively and execute on our business strategy.Our future success will depend in part on our ability to expand into new advertising channels.We define an advertising channel as a specific advertisement medium to engage with a user or a consumer for which we currently purchase inventory through a specific source. We started delivering elements of our offering through internet display advertisements in desktop browsers. Since then, we have expanded into mobile in-browser and in-app, native display, including on social media platforms, and online video inventory.Any future attempts to enter new advertising channels may not be successful. Our success in expanding into any additional advertising channels, including Social, CTV and Digital Out of Home, will depend on various factors, including our ability to identify, adapt, innovate, market and integrate our solutions to the new advertising channels.Any decrease in the use of current advertising channels or inability to successfully adapt our solutions to additional advertising channels and effectively market such offerings, or if we are unable to maintain our pricing and measurement models in additional advertising channels, may prevent us from achieving our growth or business objectives.Our future success will depend in part on our ability to expand into new industry verticals and continue to build on existing verticals.As we market our offering to a wider group of consumer brands and companies outside of our historical key industry verticals of retail, travel and marketplaces, among others, we will need to adapt our solutions and effectively market our value to businesses in these new industry verticals. Our successful expansion into new industry verticals and continued expansion in existing verticals will depend on various factors, including our ability to: accumulate sufficient data sets relevant for those industry verticals to ensure that Criteo AI Engine has sufficient quantity and quality of information to deliver efficient and effective internet display advertisements; design solutions that are attractive to businesses in such verticals; work with clients in new industry verticals through the agencies that manage their advertising budgets; hire personnel with relevant industry vertical experience to lead sales and product teams; provide high returns, and maintain such returns at scale, on advertising spend in such industries; and transparently measure the performance of such advertising spend based on clear, measurable metrics.If we are unable to successfully adapt our offering to appeal to businesses in industries other than our core verticals, continue to build on our offerings to existing verticals. or are unable to effectively market such solutions to businesses in such industries, we may not be able to achieve our growth or business objectives. Further, as we expand our client base and offering into new industry verticals, we may be unable to maintain our current client retention rates.As we expand the market for our solutions, we may become more dependent on advertising agencies as intermediaries, which may adversely affect our ability to attract and retain business.As we market our solutions, we may increasingly need advertising agencies to work with us in assisting businesses in planning and purchasing for broader marketing goals, which represents an incremental business opportunity for us, but also may involve risks. In 2025, approximately 33% of Retail Medias media spend and 34% of Performance Medias media spend was spent through advertising agencies.25For example, if we have an unsuccessful engagement with an advertising agency on a particular advertising campaign, we risk losing the ability to work not only for the client for whom the campaign was run, but also for other clients represented by that agency. The increasing presence of advertising agencies as intermediaries between us and our clients creates a challenge to building our own brand awareness and maintaining an affinity with our clients (including if clients move from one advertising agency to another), who are the ultimate sources of our revenue. In the event we were to become more dependent on advertising agencies as intermediaries, this may adversely affect our ability to attract and retain business. In addition, an increased dependency on advertising agencies may harm our results of operations, because of the increased agency fees we may be required to pay and/or because of longer payment terms from agencies.Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations. A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties, including advertising exchange platforms (including SSPs, such as Googles Ad Manager). We also depend on these parties for opportunities to serve advertisements through which we generate revenue. Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher and retailer partners or other third parties, including restrictions on our ability to use or read cookies, other tracking technologies, or real-time or other bidding networks. For example, our publishers and retailer partners remain responsible for notifying users about data processing and obtaining their consents under regulations, such as the EU and UK GDPR, the E-Privacy Directive and other government restrictions for gathering necessary user consents and indicating to SSPs that Criteo has been approved by applicable users. While recent EU proposals aim to simplify consent requirements, these may not prosper and SSPs and other third parties may still impose stricter measures than required or adopt new protocols. Similar actions may arise from new U.S. state privacy laws, global enforcement trends, or platforms policy changes, including Google Ad Managers interoperability updates, and restrictions on machine learning use. If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose access to data, bidding opportunities, or digital ad space inventory, which could significantly impact our revenue. We experience fluctuations in our results of operations due to a number of factors, which make our future results difficult to predict and could cause our operating results to fall below expectations or our guidance.Our quarterly and annual results of operations fluctuate due to a variety of factors, many of which are outside of our control. Fluctuations in our results of operations could cause our performance to fall below the expectations of analysts and investors, and adversely affect the price of our ADSs. You should not rely on our past results as an indication of our future performance. Factors that may affect our quarterly results of operations include:the nature of our clients products or services, including the seasonal nature of our clients advertising spending; lengthy implementation cycles of new solutions resulting in expenses incurred without any guarantee of revenue generation; demand for our offering and the size, scope and timing of digital advertising campaigns; for certain parts of our business, the lack of long-term agreements with some of our clients and publishers; client and publisher retention, including concentration of any clients or publishers; market acceptance of our offering and future solutions and services (i) in current and new industry verticals, (ii) in new geographic markets, (iii) in new advertising channels, or (iv) for broader marketing goals; the timing of large expenditures related to expansion into new solutions, new geographic markets, new industry verticals, acquisitions and/or capital projects; the timing of adding support for new digital devices, platforms and operating systems;the amount of inventory purchased through direct relationships with publishers versus internet advertising exchanges or networks; our clients budgeting cycles; changes in the competitive dynamics of our industry, including consolidation among competitors; consumers response to our clients advertisements, to online advertising in general and to tracking technologies for targeted or behavioral advertising purposes; our ability to control costs, including our operating expenses; network outages, errors in our technology or security breaches and any associated expense and collateral effects;26 foreign currency exchange rate fluctuations, as some of foreign transactions are denominated in local currencies; failure to successfully manage or integrate any acquisitions; and general economic and political conditions in our domestic and international markets, including public health crises (such as the outbreak of contagious disease or pandemics) and geopolitical conflicts.As a result, we may have a limited ability to forecast future revenue and expenses, and our results of operations may from time to time fall below our estimates or the expectations of public market analysts and investors.Risks Related to Data Privacy, Intellectual Property and CybersecurityOur business involves the use, transmission and storage of personal data and confidential information, and the failure to properly safeguard such information could result in significant reputational harm and monetary damages.Our business involves the use, storage and transmission of confidential consumer, client and publisher information and personal data, including certain purchaser data, as well as proprietary software and financial, employee and operational information. Security breaches could expose us to unauthorized disclosure of this information, litigation and possible liability, as well as damage to our relationships with our clients and publisher and retailer partners. If our security measures are breached as a result of third-party action, employee or contractor error (including through use of generative AI technologies), malfeasance or otherwise and, as a result, someone obtains unauthorized access to such data, our reputation could be damaged, our business may suffer, and we could incur significant liability.Our industry is prone to cyber-attacks by third parties seeking unauthorized access to our data or users data or to disrupt our ability to provide services. As a result of our prominence, the size of our user base, and the volume of data in our systems, we may be a particularly attractive target for such cyber-attacks. Any failure to prevent or mitigate security breaches and improper access to or disclosure of our data or user data, trade secrets and IP, or information from our clients and publishers and retailer partners, could result in the loss or misuse of such data, which could harm our business and reputation and diminish our competitive position. In addition, computer malware/ransomware, viruses, unauthorized access or system compromises and hacking by sophisticated actors, including potential attacks from nation-state actors, have become more prevalent in our industry. Our products embed open-source software components, which could be subject to vulnerabilities that may make our products more susceptible to cyber-attacks. We rely on cloud storage providers. There may be increased security exposure due to our use of cloud storage. Security incidents have occurred on our systems in the past, and will likely occur on our systems in the future.Our efforts to address undesirable activity on our platform may also increase the risk of retaliatory cyber-attacks. As a result, we may suffer significant legal, reputational, or financial exposure, which could adversely affect our business and results of operations.Cyber-attacks continue to evolve in sophistication and volume and are increasingly AI-driven, enabling ransomware, phishing, and deepfake-based social engineering at scale, making decision and prevention more challenging. Techniques used by hackers to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. Although we have invested in and developed systems and processes that are designed to protect data, and to prevent or detect security breaches, such measures have not provided, and cannot be expected to provide, absolute security, and we may incur significant costs in protecting against and remediating cyber-attacks. In addition, the perpetrators of such activities often are very sophisticated, and can include foreign governments and other parties with significant resources at their disposal. We may also have to expend considerable resources on determining the nature and extent of such attacks. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed, and we could lose both clients and revenue. Any significant violations of data privacy or other security breaches could result in the loss of business, litigation and regulatory investigations and penalties that could damage our reputation and adversely impact our results of operations and financial condition. Moreover, if a high-profile security breach occurs with respect to another provider of digital advertising solutions, our clients and potential clients may lose trust in the security of providers of digital advertising in general, and Display Advertising solutions in particular, which could adversely impact our ability to retain existing clients or attract new ones.Additionally, hackers may attempt to fraudulently induce employees, consumers, our clients, our publisher and retail partners or third-party providers into disclosing sensitive information such as user names, passwords or other information 27in order to gain access to our data, our clients data or our publisher and retailer partners data, which could result in significant legal and financial exposure and a loss of confidence in the security of our offering and, ultimately, harm to our future business prospects. A party who is able to compromise the security of our facilities, including our data centers or office facilities, or any device, such as a smartphone or laptop, connected to our systems could misappropriate our, our clients, our publishers and retail partners or consumers proprietary information, or cause interruptions or malfunctions in our operations or those of our clients and/or publishers and retailer partners. We have invested in and expended significant resources to protect against such threats and to alleviate problems caused by breaches in security and may have to expend additional resources for such purposes in the future. Our insurance policies may be inadequate or may not be available in the future on acceptable terms, or at all. In addition, our policies may not cover any claim against us for loss of data or other indirect or consequential damages and defending a suit, regardless of its merit, could be costly and divert managements attention.If we are unable to protect our proprietary information or other intellectual property, our business could be adversely affected.Our patents, trademarks, trade secrets, copyrights, and other IP rights are important assets. Various events outside of our control threaten these rights, and our products, services, and technologies. For example, effective IP protection may be resource intensive or may not be available in every country in which we operate or intend to operate. Some IP-mechanisms, such as patents, may require us to disclose otherwise confidential information to the public. Third parties may knowingly or unknowingly infringe or challenge our proprietary rights, and our pending and future trademark and patent applications may not be approved. Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations in a sufficient or effective manner. Moreover, we may not have adequate legal protection for certain innovations or geographies that later turn out to be important. Furthermore, despite our efforts, the protection obtained may be insufficient or an issued patent may be deemed invalid or unenforceable.Additionally, competitors may independently develop our trade secrets, and our protective measures may not prevent unauthorized use or reverse engineering of our trade secrets or proprietary information.To protect or enforce our IP rights, we may initiate litigation against third parties, which could be expensive, time-consuming and divert managements attention from other business concerns. We may not prevail in any such lawsuits, and the damages or other remedies awarded, if any, may not be commercially valuable. Any increase in the unauthorized use of our IP may adversely affect our business, financial condition and results of operations.Our business may suffer if it is alleged or determined that our technology or another aspect of our business infringes the intellectual property rights of others.The online and mobile advertising industries are characterized by the existence of many patents, copyrights, trademarks, trade secrets and other IP and proprietary rights. Our success depends, in part, upon non-infringement of IP rights owned by others and resolving infringement or misappropriation claims without major financial expenditures or adverse consequences. From time to time, we may be the subject of claims that our services, solutions and underlying or associated technology infringe or violate the IP rights of others, including from entities that seek to monetize intellectual property through litigation or licensing, particularly as we expand the scope and complexity of our business.Regardless of any merit of such claims, these claims are time-consuming and costly to evaluate and defend, and the outcome of any litigation is inherently uncertain. Some of our competitors have substantially greater resources than we do and are able to sustain the costs of complex IP litigation to a greater degree and for longer periods of time than we could. Such infringement claims could subject us to significant liabilities for monetary damages, interfere with or delay our development, commercialization or provision of our offerings on acceptable terms, harm our reputation or require technology or branding changes.In addition, we may be exposed to claims that advertising content violates the IP or other rights of third parties and although we may have the right of recourse, this may be difficult or costly to enforce. Such claims could be made directly against us or against the advertising agencies we work with, media networks and exchanges, or publishers and retailers from whom we purchase advertising inventory.28Under our agreements with larger partners, including advertising agencies, media networks and exchanges, publishers and retailers, we may be required to indemnify such partners against claims related to advertisements we served. We generally require our clients to indemnify us for any damages from any such claims, but such clients may not have the ability to satisfy their indemnification obligations to us, and pursuing any claims for indemnification may be costly or unsuccessful. As a result, we may be required to satisfy our indemnification obligations to advertising agencies, media networks and exchanges, publishers and retailers or claims against us with our assets. This could harm our reputation, business, financial condition and results of operations, and could impact our relationships with partners or clients.Failures in the systems and infrastructure supporting our solutions and operations, including as we scale our offerings, could significantly disrupt our operations and cause us to lose clients.Our business relies on the continued and uninterrupted performance of our software and hardware infrastructures, including Criteo AI Engine. We currently place close to five billion advertisements per day and each of those advertisements can be placed in under 100 milliseconds.Sustained or repeated system failures of our, or our third-party providers, software or hardware infrastructures (such as massive and sustained data center or cloud service provider outages), which interrupt our ability to deliver advertisements quickly and accurately, our ability to serve and track advertisements, our ability to process consumers responses to those advertisements or otherwise disrupt our internal operations, could significantly reduce the attractiveness of our offering to clients and publisher and retail partners, reduce our revenue or otherwise negatively impact our financial situation, impair our reputation and subject us to significant liability.Additionally, if, for any reason, our arrangement with one or more data centers or cloud providers is terminated earlier than scheduled, we could experience difficulties and additional expense in arranging for new facilities and support, particularly given the current competitive nature of the data centers' or cloud providers' market at a worldwide scale, which involves high demands, low offers and strong pressure from providers to increase prices and diversify their client base. Any steps we take to ensure business continuity and increase the security, reliability and redundancy of our systems supporting the Criteo technology or operations may be expensive and may not be 100% successful in preventing system failures. Similarly, advancements in machine learning approaches, AI and other technologies may require us to upgrade or replace essential hardware (such as graphics processing units), which could involve substantial resources and could be difficult to implement.In addition, while we seek to maintain excess capacity to facilitate the rapid provision of new client deployments and the expansion of existing client deployments, we may need to increase and update data center hosting capacity, bandwidth, storage, power or other elements of our system architecture and infrastructure prompt to adapt and meet the continuous growth of our client base and/or our traffic. The expansion and improvement of our systems and infrastructure may require us to commit substantial financial, operational and technical resources, with no assurance that third- party providers will honor such requests or that our business will increase accordingly. Our existing systems may not be able to scale up in a manner satisfactory to our existing or prospective clients and may not be adequately designed with the necessary reliability and redundancy of certain critical portions of our infrastructure to avoid performance delays or outages that could be harmful to our business. Our failure to continuously upgrade or increase the reliability and redundancy of our infrastructure to meet the demands of a growing base of global clients and publisher and retailer partners could adversely affect the functioning and performance of our technology and could in turn affect our results of operations.Finally, our systems and the systems of our third-party providers are vulnerable to damage and increased costs from a variety of sources, some of which are outside of our control, including telecommunications failures, natural disasters, terrorism, power outages, a variety of other possible outages affecting data centers, increases in the price of energy needed to power and cool data centers, a decision to close any data center or the facilities of any other third-party provider earlier than initially scheduled, and malicious human acts, including hacking, computer viruses, malware/ransomware and other security breaches. Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate some of these techniques or to implement adequate preventive measures.If we are unable to prevent system failures, the functioning and performance of our solutions could suffer, which in turn could interrupt our business and harm our results of operations.29Our inability to use software licensed from third parties, or our use of open source software under license terms that interfere with our proprietary rights, could disrupt our business.Our technology platform and internal systems incorporate software licensed from third parties, including open source software. Although we monitor our use of open source software, the terms of many open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide our technology offering to our clients. In the future, we could be required to seek licenses from third parties to continue offering our solutions, which licenses may not be available on acceptable terms, or at all.Alternatively, we may need to re-engineer our offerings or discontinue certain functionalities provided by our technology. In addition, the terms of open source software licenses may require us to provide software that we develop using such software to others on unfavorable terms, such as by precluding us from charging license fees or by requiring us to disclose our source code. Any such restriction on the use of our own software, or our inability to use open source or third-party software, could disrupt our business or operations, or delay our development of future offerings or enhancements of our existing platform, which could impair our business.Risks Related to Ownership of Our Shares and the ADSs and the Trading of the ADSsThe market price for the ADSs has been and may continue to be volatile or may decline regardless of our operating performance.The trading price of the ADSs has significantly fluctuated, and is likely to continue to fluctuate, substantially. The trading price of the ADSs depends on several factors, including those described in this Risk Factors section, many of which are beyond our control and may not be related to our operating performance. Since the ADSs were sold at our initial public offering in October 2013 at a price of $31.00 per share, the price per ADS has ranged as low as $5.89 and as high as $60.95 through December 31, 2025. The market price of the ADSs has fluctuated and may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:actual or anticipated fluctuations in our revenue and other results of operations; the guidance we may provide to the public, any changes in this guidance or our failure to meet this guidance; investor perception of risks in our industry; failure of securities analysts to initiate or maintain coverage of us and our securities, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; announcements by us, our competitors or large influential technology companies of significant technical innovations or changes, acquisitions, strategic partnerships, joint ventures or capital commitments; changes in operating performance and stock market valuations of advertising technology or other technology companies, or those in our industry in particular; investor sentiment with respect to our competitors, business partners or industry in general; price and volume fluctuations in the overall stock market, including due to trends in the economy as a whole; additional ADSs being sold into the market by us or the Companys insiders; media coverage of our business and financial performance; developments in anticipated or new legislation or new or pending lawsuits or regulatory actions; other events or factors, including resulting from economic recessions, political conditions, natural disasters or weather events, cybersecurity incidents, pandemics, war, terrorism or other catastrophic events or responses; and any other risks identified in this Form 10-K. In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have instituted securities class action litigation following periods of market volatility. Because of the past and the potential future volatility of our stock price, we may become the target of securities litigation in the future. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.30Actions of activist shareholders could impact the pursuit of our business strategies and adversely affect our results of operations, financial condition, or share price.We have been, and may in the future be, subject to activities initiated by activist shareholders. We may not always be successful in engaging constructively with one or more shareholders, and any resulting activist campaign could have an adverse effect on us. It is possible that responding to actions by activist shareholders could disrupt our business and operations, be costly or time-consuming, or divert the attention of our Board or senior management. In addition, perceived uncertainties about our future direction may result in a loss of potential business opportunities and harm our ability to attract and retain customers, employees and business partners. Any such actions also may cause the market price of our shares to experience volatility, which could be significant.We may need additional capital in the future to meet our financial obligations and to pursue our business objectives. Additional capital may not be available on favorable terms, or at all, and may contain restrictions which could compromise our ability to meet our financial obligations and operate and grow our business.We currently have a senior unsecured Revolving Credit Facility under which we may borrow up to 407 million (or its equivalent in U.S. dollars) for general corporate purposes, including the funding of business combinations (the "General RCF"). Maturity of this facility is in September 2027. While we anticipate that our existing cash and cash equivalents and short-term investments will be sufficient to fund our operations for at least the next 12 months, we intend to continue growing our business, including through retail media, and as such, we cannot assure that we will be able to generate sufficient cash flow from operations or that future borrowings will be available under our General RCF in an amount sufficient to fund, among other things, the capital requirements of retail media, new product development, or our future working capital needs. If we may need to raise additional capital to fund operations and growth in the future or to finance acquisitions and adequate funds are not available on acceptable terms, we may be unable to fund the expansion of our research and development and sales and marketing efforts, the development of new features or enhancements to our products, increase working capital, take advantage of acquisition or other opportunities, or adequately respond to competitive pressures which could seriously harm our business and results of operations.Furthermore, if we raise additional funds through the issuance of additional equity securities, shareholders will experience dilution, and the new equity securities could have rights senior to those of our ordinary shares. The credit agreement for the General RCF contains, and documents governing our future indebtedness may contain, numerous covenants that limit the discretion of management with respect to certain business matters. These covenants place restrictions on, among other things, our ability and the ability of our subsidiaries to incur or guarantee additional indebtedness, pay dividends, sell certain assets or engage in mergers and acquisitions, and create liens. Our credit agreement also requires, and documents governing our future indebtedness may require, us or our subsidiaries to meet certain financial ratios and tests. To the extent we draw on the General RCF or incur new debt, the debt holders have rights senior to shareholders to make claims on our assets.The breach of any of these covenants or noncompliance with any of these financial ratios and tests could result in an event of default under the applicable debt agreement, which, if not cured or waived, could result in acceleration of the related debt and the acceleration of debt under other instruments evidencing indebtedness that may contain cross-acceleration or cross-default provisions.Our business could be negatively impacted by the activities of hedge funds or short sellers.There is the risk that we may be subject, from time to time, to challenges arising from the activities of hedge funds, short sellers or similar individuals who may not have the best interests of shareholders or the Company in mind. Reports or other publications prepared and disseminated by such hedge funds or short sellers may cause significant fluctuations in our stock price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the underlying fundamentals and prospects of our business, and could cause the price of our ADSs or trading volume to decline. Furthermore, responding to such activities could be costly and time-consuming and may be intended to, and may in fact, divert the attention of our Board and senior management from the pursuit of our business strategies and adversely affect our business.31We do not currently intend to pay dividends on our securities and, consequently, the ability to achieve a return on your investment will depend on appreciation in the price of the ADSs. In addition, French law may limit the amount of dividends we are able to distribute.We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic. In addition, we have used a portion of our available liquidity to repurchase our shares in the past (such repurchases being limited as per French law in scope (employee incentive purposes or external growth purposes only) and in amount (notably the Company cannot hold more than 10% of its share capital at any time)), and may continue to do so from time to time in the future. In addition, to the extent we pay any dividends or repurchase our shares followed by their cancellation in the future, under French law, such actions may subject us to additional taxes, which are uncertain and subject to change from time to time. The determination of whether we have been sufficiently profitable to pay dividends is made on the basis of our statutory financial statements prepared and presented in accordance with accounting principles generally accepted in France. Therefore, we may be more restricted in our ability to declare dividends than companies not based in France. Please see the subsection entitled French Tax Consequences in Item 5 of Part II in this Form 10-K for further details on such taxes and limitations.Finally, exchange rate fluctuations may affect the amount of euros that we are able to distribute, and the amount in U.S. dollars that our shareholders receive upon the payment of cash dividends or other distributions we declare and pay in euros, if any. These factors could harm the value of ADSs, and, in turn, the U.S. dollar proceeds that holders receive from the sale of ADSs.Because you are not likely to receive any dividends on your ADSs for the foreseeable future, the success of an investment in ADSs will depend upon any future appreciation in their value. Consequently, investors may need to sell all or part of their holdings of ADSs after price appreciation, which may never occur, as the only way to realize any future gains on their investment.Our by-laws and French corporate law contain provisions that may delay or discourage a sale of the Company.Provisions contained in our by-laws and the corporate laws of France, the country in which we are incorporated, could make it more difficult for a third party to acquire us, even if doing so might be beneficial to our shareholders. In addition, provisions of our by-laws impose various procedural and other requirements, which could make it more difficult for shareholders to effect certain corporate actions. These provisions include, but are not limited to, the following: our ordinary shares are in registered form only and we must be notified of any transfer of our shares for such transfer to be validly registered; under French law, certain investments in any entity governed by a French law relating to certain strategic industries and activities (such as data processing, transmission or storage activities) by individuals or entities not French, not resident in France or controlled by entities not French or not resident in France are subject to prior authorization of the Minister of Economy (see the section entitled "Exchange Controls & Ownership by Non-French Residents" in Item 5 to Part II in this Form 10-K); provisions of French law allowing the owner of 90% of the share capital or voting rights of a public company to force out the minority shareholders following a tender offer made to all shareholders are only applicable to companies listed on a stock exchange of the EU and will therefore not be applicable to us; a merger (i.e., in a French law context, a stock-for-stock exchange in which our Company would be dissolved into the acquiring entity and our shareholders would become shareholders of the acquiring entity) of our Company into a company incorporated outside of the EU would require the unanimous approval of our shareholders; a merger of our Company into a company incorporated in the EU would require the approval of our Board as well as a two-thirds majority of the votes held by the shareholders present, represented by proxy or voting by mail at the relevant extraordinary shareholders' meeting; under French law, a cash merger is treated as a share purchase and would require the consent of each participating shareholder; and our shareholders have preferential subscription rights proportionate to their shareholding on the issuance by us of any additional securities for cash or a set-off of cash debts, which rights may only be waived by the extraordinary general meeting (by a two-thirds majority vote) of our shareholders or on an individual basis by each shareholder.32You may not be able to exercise your right to vote the ordinary shares underlying your ADSs.Holders of ADSs may exercise voting rights with respect to the ordinary shares represented by ADSs only in accordance with the provisions of the deposit agreement, as amended from time to time. The deposit agreement provides that, upon receipt of notice of any meeting of our ordinary shareholders, the depositary will fix a record date for the determination of ADS holders entitled to give instructions for the exercise of voting rights. Upon timely receipt of notice from us, if we so request, the depositary shall distribute to the holders as of the record date (1) the notice of the meeting or solicitation of consent or proxy sent by us and (2) a statement on the manner that instructions may be given by the holders.You may instruct the depositary of your ADSs to vote the ordinary shares underlying your ADSs. Otherwise, you will not be able to exercise your right to vote, unless you withdraw the ordinary shares underlying the ADSs you hold. However, you may not know about the meeting far enough in advance to withdraw those ordinary shares. If we ask for your instructions, the depositary, upon timely notice from us, will notify you of the upcoming vote and arrange to deliver our voting materials to you. We cannot guarantee you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote or to withdraw your ordinary shares so that you can vote them yourself.If the depositary does not receive timely voting instructions from you, it may give a proxy to a person designated by us to vote the ordinary shares underlying your ADSs. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote, and there may be nothing you can do if the ordinary shares underlying your ADSs are not voted as you requested.Your right as a holder of ADSs to participate in any future preferential subscription rights or to elect to receive dividends in shares may be limited, which may cause dilution to your holdings.According to French law, if we issue additional securities for cash, current shareholders will have preferential subscription rights for these securities proportionally to their shareholding in our Company unless they waive those rights at an extraordinary meeting of our shareholders (by a two-thirds majority vote) or individually by each shareholder.However, our ADS holders in the U.S. will not be entitled to exercise or sell such rights unless we register the rights and the securities to which the rights relate under the Securities Act or an exemption from the registration requirements is available. In addition, the deposit agreement provides that the depositary will not make rights available to you unless the distribution to ADS holders of both the rights and any related securities are either registered under the Securities Act or exempted from registration under the Securities Act.Further, if we offer holders of our ordinary shares the option to receive dividends in either cash or shares, under the deposit agreement the depositary may require satisfactory assurances from us that extending the offer to holders of ADSs does not require registration of any securities under the Securities Act before making the option available to holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act.Accordingly, ADS holders may be unable to participate in our rights offerings or to elect to receive dividends in shares and may experience dilution in their holdings. In addition, if the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or reasonably practicable, it will allow the rights to lapse, in which case you will receive no value for these rights.You may be subject to limitations on the transfer of your ADSs and the withdrawal of the underlying ordinary shares.Your ADSs, which may be evidenced by American Depositary Receipts, are transferable on the books of the depositary. However, the depositary may close its books at any time or from time to time when it deems expedient in connection with the performance of its duties. The depositary may refuse to deliver, transfer or register transfers of your ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary think it is advisable to do so because of any requirement of law, government or governmental body, or under any provision of the deposit agreement, or for any other reason subject to your right to cancel your ADSs and withdraw the underlying ordinary shares.33Temporary delays in the cancellation of your ADSs and your withdrawal of the underlying ordinary shares may arise because the depositary has closed its transfer books or we have closed our transfer books, the transfer of ordinary shares is blocked to permit voting at a shareholders meeting or we are paying a dividend on our ordinary shares.In addition, you may not be able to cancel your ADSs and withdraw the underlying ordinary shares when you owe money for fees, taxes and similar charges and when it is necessary to prohibit withdrawals to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.U.S. investors may have difficulty enforcing civil liabilities against our Company, directors and senior management.Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the U.S., and all or a substantial portion of our assets and the assets of such persons are located outside the U.S. As a result, it may not be possible to serve process on such persons or us in the U.S. or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the U.S. Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the U.S.Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forums in which to bring such a claim. Even if a foreign court agrees to hear a U.S. securities law claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and procedural rules would still be governed by the law of the jurisdiction in which the foreign court resides. In particular, there is some doubt as to whether French courts would recognize and enforce certain civil liabilities under U.S. securities laws in original actions or judgments of U.S. courts based upon these civil liability provisions. In addition, damages exceeding the actual damages in actions brought in the U.S. or elsewhere, such as punitive damages, may be unenforceable in France.The enforceability of any judgment in France will depend on the particular facts of the case as well as the laws and treaties in effect at the time. The U.S. and France do not currently have a treaty providing for recognition and enforcement of judgments (other than arbitration awards) in civil and commercial matters; therefore, the recognition and enforcement of any such judgment would be subject to French procedural law and may not be granted.The rights of shareholders in companies subject to French corporate law differ in material respects from the rights of shareholders of corporations incorporated in the U.S.We are a French company with limited liability. Our corporate affairs are governed by our by-laws and by the laws governing companies incorporated in France. The rights of shareholders and the responsibilities of our Board are in many ways different from the rights and obligations of shareholders in companies governed by U.S. laws.For example, in the performance of its duties, our Board is required by French law to consider the interests of our Company while taking into consideration its social and environmental challenges, its shareholders, its employees and other stakeholders, rather than solely our shareholders and/or creditors. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as a shareholder.General Risk FactorsIn periods of macroeconomic and geopolitical uncertainty, businesses may delay or reduce their spending on advertising, which may expose us to the credit risk of some of our clients and adversely affect our business, financial condition, results of operations and/or cash flows.Our business depends in part on worldwide economic conditions and on the overall demand for advertising and the economic health of advertisers that benefit from our platform. Global economies, including the U.S. and Europe, are being impacted by adverse economic conditions, including inflation, fluctuating interest rates, recessions, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy. These conditions coupled with geopolitical instability make it difficult for our clients and us to accurately forecast and plan future business activities, and may result in businesses reducing or delaying advertising spending in general and on a solution such as ours. 34Additionally, we are exposed to credit risks due to our financing activities and our evolving client portfolio involving varied payment terms, which could result in further exposure if our clients are adversely affected by any such macroeconomic uncertainty. The timing of receipt of payment from our clients may impact our cash flows and working capital.If any such macroeconomic conditions remain uncertain, persist, spread or deteriorate further, this could continue to significantly impact, our operating results, financial condition and cash flows. Our failure to maintain certain tax regimes applicable to French technology companies may adversely affect our results of operations.As a French technology company, we have benefited from certain tax advantages, linked to IP or research and developments. The French tax authority may audit these tax incentives and challenge all or part of their benefits. In such a case, we could be liable for additional corporate tax, and penalties and interest related thereto, which could have an impact on our results of operations and future cash flows. Furthermore, the tax laws may change, and could remove these incentives in the future or reduce their benefits. We are a multinational organization facing increasingly complex tax issues in many jurisdictions, and new taxes or laws, or revised interpretations thereof, that may negatively affect our results of operations.As a multinational organization operating in multiple jurisdictions, we are subject to taxation in several jurisdictions around the world with increasingly complex foreign trade regulations, policies and tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles and policies, including potential new tariffs, sales taxes, digital taxes, or withholding taxes, increased tax rates, the OECD-led reforms, potential retaliatory measures by affected jurisdictions, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and results of operations. If we fail to maintain an effective system of internal controls, we may be unable to accurately report our financial results or prevent fraud, and investor confidence and the market price of ADSs may be adversely impacted.As a public company, we are required to maintain internal controls over financial reporting (ICFR) and to report any material weaknesses in such internal control. In addition, we are required to submit a report by management to the Audit Committee and external auditors on the effectiveness of our ICFR pursuant to Section 404 of the Sarbanes-Oxley Act (SOX) and our independent registered public accounting firm is required to attest to the effectiveness of our ICFR. If we identify material weaknesses in our ICFR, if we are unable to comply with the requirements of Section 404 of SOX in a timely manner or assert that our ICFR are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our ICFR when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of ADSs may be adversely impacted, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, which could require additional financial and management resources.U.S. Holders of our ADSs may suffer adverse tax consequences if we are treated as a passive foreign investment company for U.S. federal income tax purposes.A non-U.S. corporation will be considered a passive foreign investment company ("PFIC"), for U.S. federal income tax purposes, for any taxable year if either (1) at least 75% of its gross income for such year is passive income or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets that produce or are held for the production of passive income. Passive income includes, among other things, dividends, interest, certain non-active rents and royalties, net gains from the sale or exchange of property producing such income and net foreign (non-U.S.) currency gains. For this purpose, cash and assets readily convertible into cash are generally categorized as passive assets, subject to a limited exception under proposed regulations in respect of working capital held in a non-interest bearing financial account for the present needs of an active trade or business to cover operating expenses reasonably expected to be paid within 90 days. Goodwill and other unbooked intangibles are taken into account and being characterized as either active or passive, as appropriate; for example, our goodwill associated with active business activity is taken into account as a non-passive asset.(3)A U.S. Holder is (1) a legal and/or a beneficial owner of our ADSs and (2) a U.S. person for U.S. federal income tax purposes, specifically: (i) an individual who is a citizen or resident of the United States for U.S. federal income tax purposes; (ii) a corporation, or other entity treated as an association taxable as a corporation for U.S. federal income tax purposes, that is created in, or organized under the law of the United States, any state thereof or the District of Columbia; (iii) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or whether or not the income is effectively connected with the conduct of a U.S. trade or business; (iv) a trust, the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons who have the authority to control all substantial decisions of the trust; or (v) a person that has otherwise validly elected to be treated as a U.S. person under the U.S. Internal Revenue Code of 1986 (as amended).35As the value of our assets for purposes of the above-mentioned PFIC asset test will generally be determined by reference to the market value of our ADSs, the determination of whether we will be or become a PFIC will depend in large part upon the market value of our ADSs, which we cannot control.Accordingly, fluctuations in the market price of our ADSs may cause us to become a PFIC for the current taxable year or future taxable years. The determination of whether we will be or become a PFIC will also depend, in part, upon the nature of our income and the valuation of our assets, including goodwill, which are subject to change from year to year. Moreover, as we have valued our goodwill based on the market value of our ADSs, a decrease in the price of ADSs may also result in becoming a PFIC. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets.For purposes of the above-mentioned PFIC tests, we will be treated as if we held our proportionate share of the assets and received directly our proportionate share of the income of any other corporation in which we directly or indirectly own at least 25% (by value) of the shares of such corporation.Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for the taxable year ended December 31, 2025, and we do not anticipate becoming a PFIC in the current taxable year or the foreseeable future.The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear. Since a separate factual determination as to whether we are or have become a PFIC must be made each year (after the close of such year), we cannot assure that we will not be or become a PFIC in the current year or any future taxable year.If we were to be classified as a PFIC for any taxable year during which a U.S. Holder3 holds our ADSs, we would continue to be treated as a PFIC with respect to that U.S. Holder for such taxable year and, unless the U.S. Holder makes certain elections, for future years even if we cease to be a PFIC. The U.S. Holder may be subject to adverse tax consequences, including (1) the treatment of all or a portion of any gain on disposition of our ADSs as ordinary income (and therefore ineligible for the preferential rates that apply to capital gains with respect to non-corporate U.S. persons), (2) the application of an interest charge with respect to such gain and on the receipt of certain dividends on our ADSs and (3) required compliance with certain reporting requirements. Each U.S. Holder is strongly urged to consult its tax advisor regarding the application of these rules and the availability of any potential elections. For further information regarding the U.S. federal income tax considerations relevant to our potential status as a PFIC, please see the section entitled U.S. Federal Income Tax Considerations for U.S. Holders-PFIC Rules in this Form 10-K.If a U.S. Holder is treated as owning at least 10% of our ADSs, such person may be subject to adverse U.S. federal income tax consequences.If a U.S. Holder is treated as owning (directly, indirectly, or constructively through attribution) at least 10% of the total value of our stock or at least 10% of the total combined voting power of all classes of our stock entitled to vote, such person may be treated as a United States shareholder (U.S. Shareholder) with respect to each controlled foreign corporation (CFC) in our group (if any). A non-U.S. entity treated as a corporation for U.S. tax purposes will constitute a CFC if one or more such U.S. Shareholders (generally defined as U.S. persons that-directly, indirectly, or constructively through attribution-own at least 10% of the vote or value of the entity) own in the aggregate more than 50% of the entitys total vote or value.If we are classified as both a CFC and a PFIC (as defined above), we generally will not be treated as a PFIC with respect to those U.S. Holders that are U.S. Shareholders during the period in which we are a CFC.We do not believe we are currently a CFC. However, no assurances can be given that we are not a CFC or that we will not become a CFC in the future. Because our group includes one or more U.S. corporations, certain of our non-U.S. corporate subsidiaries could be treated as CFCs (regardless of whether or not we are treated as a CFC). A U.S. Shareholder of a CFC may be required to report annually and include in its U.S. taxable income its pro rata share of 36Subpart F income, "net CFC Tested Income, and investments of earnings in U.S. property by CFCs, regardless of whether we make any distributions to our shareholders. Subpart F income generally includes dividends, interest, certain non-active rents and royalties, gains from the sale of securities and income from certain transactions with related parties, and "net CFC Tested Income generally consists of net income of the CFC, other than Subpart F income and certain other types of income, in excess of certain thresholds. In addition, a U.S. shareholder that realizes gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital gain. Failure to comply with such reporting requirements could result in adverse tax effects for U.S. Shareholders and potentially significant monetary penalties. An individual that is a U.S. Shareholder with respect to a CFC generally would not be allowed certain tax deductions or foreign tax credits that would be allowed to a U.S. Shareholder that is a U.S. corporation.The determinations of CFC status and U.S. Shareholder status are complex and includes attribution rules, the application of which are not entirely certain. We cannot provide any assurances that we will assist investors in determining whether any of our non-U.S. subsidiaries is treated as a CFC or whether any investor is a U.S. Shareholder, or that we will furnish to any U.S. Shareholders information that may be necessary to comply with the aforementioned obligations. A U.S. Holder should consult its advisors regarding the potential application of these rules to an investment in our ADSs.Risks Related to Our ConversionWe expect to incur additional costs in connection with the Conversion and management attention may be diverted to complete the Conversion, and our business may otherwise be impacted by disruptions or uncertainty associated with the Conversion. We expect to incur additional direct and indirect costs as a result of the Conversion. For example, absent a favorable tax ruling from the Japanese tax authorities to confirm that the contribution of the Companys interests in certain subsidiaries to Criteos French branch in connection with the Conversion will not be taxable, the Company could incur additional tax liabilities in Japan. The Company operates in multiple jurisdictions, and other indirect tax costs are expected to be incurred in jurisdictions in which Criteo has subsidiaries. Following the Conversion, we will hold meetings of the Board and annual general meetings of shareholders in Luxembourg. We also expect to increase our presence in Luxembourg and incur costs and expenses, including professional fees, to comply with Luxembourg corporate, tax and other laws and regulations. In addition, we expect to incur attorneys fees, accountants fees, other advisors fees, filing fees, mailing expenses and financial printing expenses in connection with the Conversion, even if it is not approved or completed. The Conversion may also divert the attention of our management and employees from our operating business and increase other administrative costs and expenses. Further, though Criteo as a Luxembourg public limited liability company (Lux Criteo) will carry on the business currently conducted by Criteo S.A., a French public limited liability company (French Criteo), certain relationships, including with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders, may be subject to disruption due to uncertainty associated with the Conversion, contractual termination, default, acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of the Conversion or potentially negative publicity resulting from the Conversion, any of which could adversely affect our business and operations. As a Luxembourg company, we may incur additional operating, accounting and audit costs. The Company will be required to appoint and bear the cost of a statutory auditor (rviseur dentreprises agr) to audit its standalone annual accounts, which will be prepared in accordance with Luxembourg GAAP, and its consolidated financial statements. The Company intends to seek approval from the Luxembourg Ministry of Justice to prepare and file its statutory consolidated financial statements under GAAP, rather than International Financial Reporting Standards (IFRS) as adopted by the EU, given its listing on a regulated U.S. stock exchange. The audited standalone and consolidated financial statements will be filed with the Luxembourg Business Register. In addition, the Company will prepare consolidated financial statements under GAAP for SEC reporting purposes. In the event that the Company ceases, in the future, to prepare its consolidated financial statements in accordance with GAAP, the Company will instead be required to prepare, have audited, and file consolidated financial statements in accordance with IFRS as adopted by the EU with the Luxembourg Business Register. 37Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Conversion, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion or otherwise materially and adversely affect our business, results of operations and financial condition. We may be the subject of legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Conversion. Any such action may seek or result in delaying, hindering, impeding, preventing, rescinding or nullifying the Conversion. We are subject to a wide variety of French, EU and U.S. securities laws, rules, regulations and policies. There can be no assurance that such laws, rules, regulations and policies or the interpretations thereof (including through enforcement priorities, executive orders and investigations) will not be changed or implemented in connection with or as a result of the Conversion or otherwise. Such changes or implementations could materially delay or prevent the Conversion, eliminate or reduce some or all of the anticipated benefits of the Conversion or otherwise materially and adversely affect our business, results of operations and financial condition. In addition, as a Luxembourg company following the Conversion, we will be required to comply with numerous Luxembourg laws and regulations, and we may incur costs and divert management attention as we seek to ensure compliance with a changing regulatory regime. The Conversion is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Conversion. Completion of the Conversion is conditional, among other things, upon the satisfaction or waiver of certain conditions, which include the receipt of shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Conversion will be completed. Further, we may abandon or defer the Conversion at any time up to three days prior to the General Meeting, which, for example, could be the result of an increase in our estimated cost of the Conversion or determination that the Conversion may not result in the benefits we expect and a determination by the Board that the Conversion is no longer in the best interests of our shareholders. Following the completion of the Conversion, we may be delayed in or fail to complete a subsequent transfer of our domicile from Luxembourg to the United States (the Merger).It is contemplated that the terms of the Merger would be submitted to the Companys work council established at the level of the Criteo Economic and Social Unit (Unit Economique et Sociale), in the context of the information and consultation process required under French law, and would be presented for shareholder approval at a later time following the completion of the Conversion. The Board may decide not to pursue the Merger if it does not deem it to be in the best interests of the Company and its shareholders, or we may be delayed in or fail to complete the Merger for numerous other reasons, including changes in applicable law or general or specific economic or political conditions, the impact of any legal proceedings, costs being greater than anticipated or other factors that may not be foreseeable. As a result, we may operate as a Luxembourg company for longer than expected or permanently. The market for our shares may fluctuate as a result of the Conversion. The U.S. stock market in general has been, and the market for our shares is, subject to fluctuation, whether due to, or irrespective of, our operating results and financial condition. We currently list our ADSs on Nasdaq. In connection with the Conversion, we intend to list Lux Criteos ordinary shares on Nasdaq under the ticker symbol CRTO. We cannot predict the prices at which the ordinary shares of Lux Criteo may trade after the Conversion, or whether the trading price of our ADSs absent the Conversion would have been lower, higher or the same. In addition, if the trading market for the ordinary shares of Lux Criteo cannot be sustained or is lower than that of our ADSs, it could increase our share price volatility. Should the market price of our shares drop significantly, shareholders may institute securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources. Our tax position could be adversely impacted by changes in tax laws in various jurisdictions. Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in France, Luxembourg, the United States or other jurisdictions following the Conversion. Any future amendments to the current income tax treaties between Luxembourg and other jurisdictions, including the United States, could subject us to increased taxation and potentially significant expense. We cannot assure you that the Conversion will eliminate the risk that these changes, if made, will apply to us. 38Lux Criteo may be or may become a PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of Lux Criteo ordinary shares. If Lux Criteo will be (or its predecessor French Criteo is or was) a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder, such U.S. Holder may be subject to adverse U.S. federal income tax consequences and additional reporting requirements. Following the Conversion, assuming that the Conversion qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the U.S. Tax Code, Lux Criteo will be treated as the successor to French Criteo for U.S. federal income tax purposes, and for the taxable year that includes the Conversion and subsequent taxable years, the PFIC asset and income tests will be applied based on the assets and activities of the combined business. Based on the anticipated timing of the Conversion and the anticipated assets and income of the combined company, Lux Criteo is not expected to be a PFIC for the taxable year ending December 31, 2025 or subsequent taxable years. Because Lux Criteos PFIC status for any taxable year is an annual factual determination that can be made only after the end of such taxable year, there can be no assurance regarding Lux Criteos PFIC status for its current taxable year or any future taxable year. For a more detailed discussion of the PFIC rules and the risks and tax consequences of PFIC classification to U.S. Holders of Lux Criteo, please see the section entitled U.S. Federal Income Tax Considerations PFIC Considerations. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to holders of Lux Criteo ordinary shares. After the Conversion, if we declare and pay dividends, dividends you receive will generally be subject to Luxembourg dividend withholding tax. We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic. If we do decide to declare and pay dividends following the Conversion, dividend withholding tax (currently at a rate of 15%) may arise in respect of dividends paid on shares of Lux Criteo. A Luxembourg withholding tax levied at a rate of 15% is due on dividends and distributions assimilated thereto to Lux Criteos shareholders. Certain exemptions or reductions in the withholding tax may apply, but it will be up to the holders of Lux Criteo shares to claim any available refunds from the Luxembourg tax authority. Lux Criteo will be required to withhold at such rate from distributions to the shareholder and to pay such withheld amounts to the Luxembourg tax authorities. For more information on the taxation implications, see Luxembourg Tax Considerations. Criteo recommends that each shareholder consult his or her own tax advisor as to the tax consequences of holding shares in and receiving share capital, share premium and dividend payments from Lux Criteo. The Conversion may not allow us to maintain a competitive worldwide effective corporate tax rate. We cannot provide any assurance as to what our worldwide effective tax rate will be after the Conversion because of, among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material. We will be subject to various Luxembourg taxes as a result of the Conversion. Although we do not expect Luxembourg taxes to materially affect our worldwide effective corporate tax rate, we will be subject to additional corporate taxes in Luxembourg as a result of the Conversion. Luxembourg imposes corporate income tax plus municipal business tax and surcharges for Luxembourg resident companies at an effective tax rate, currently, of 23.87% (for companies registered in Luxembourg City). We also will be subject to Luxembourg net wealth tax at the rate of 0.5% levied on the net assets of Lux Criteo. Certain exemptions, either under domestic law or under an applicable tax treaty, may apply in respect of income and gains from certain assets. Namely, Luxembourg tax law provides for a participation exemption regime pursuant to which (a) dividends and capital gains derived from qualifying participations are exempt from income tax and municipal business tax and (b) shares in qualifying participations are exempt from net wealth tax. Moreover, under the tax treaty concluded between Luxembourg and France, (i) profits of Lux Criteo that are allocable to a permanent establishment it maintains in France are exempt from Luxembourg income tax and municipal business tax and (ii) assets of Lux Criteo that are held through a permanent establishment in France are exempt from net wealth tax. 39There could be adverse tax and other consequences if we fail to maintain sufficient presence in Luxembourg. If the Company does not maintain sufficient presence in Luxembourg, the Luxembourg tax authorities may not be willing to confirm that the Company is a tax resident of Luxembourg. In such case, the Company may not be entitled to tax treaty benefits. In addition, a foreign jurisdiction may claim the right to tax Lux Criteo as if it were a tax resident of that foreign jurisdiction, and ultimately double taxation may result. Moreover, if the Company does not maintain sufficient presence in Luxembourg and fails to ensure that its central administration is in Luxembourg, certain additional consequences may apply pursuant to Luxembourg law, including judicial dissolution upon request of the Luxembourg public prosecutor. Certain of your rights as a shareholder will change as a result of the Conversion. The completion of the Conversion will change the governing law that applies to Criteo from French law to Luxembourg law. Many of the principal attributes applicable to our shares will be similar. There are, however, differences between your rights under Luxembourg law and under French law, and there are differences between the French By-Laws and the proposed articles of association of Lux Criteo (the Lux Articles), that will apply to us after we convert into a Luxembourg company. We discuss these differences under Comparison of Rights of Shareholders. As a Luxembourg company following the Conversion, we face legal requirements and limitations on company governance and actions which may negatively impact our ability to manage the company and respond to market conditions. Following the Conversion, we will be subject to Luxembourg law and regulations. Certain legal limitations and regulatory requirements may impose constraints on how we operate and actions we may undertake, including restrictions related to corporate governance, financial reporting, tax obligations and compliance with EU directives and regulations. Luxembourg law further imposes specific requirements regarding the structure and governance of companies which could limit flexibility in decision-making or lead to increased operational complexity. The Lux Articles will contain a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company subject to meeting certain criteria. The Lux Articles will include a provision enabling an acquiring person or group of persons acting in concert to require the sale of all remaining shares of Lux Criteo following an offer for the acquisition of all shares in the Company (provided that the Board with at least a two-thirds majority of the directors present or represented recommends to the Companys shareholders that they accept the offer) if, during a specified offer period of at least one month, the offeror acquires a number of shares which, together with the shares already owned by such offeror prior to the offer, represents at least 95% of the shares of Lux Criteo in issue. Such sale must be made on the same terms and subject to the same conditions as the offer for all shareholders. This provision may require certain shareholders to sell their shares at a price and time, and pursuant to a process, determined in accordance with the Lux Articles, which may not reflect the value and terms on which all shareholders would like to sell. Enforcement of this provision requires adherence to procedural requirements as set forth in the Lux Articles, some of which may be complex, and shareholders may challenge an offeror who attempts to enforce this provision. There can be no assurance that this provision will be enforceable by an offeror without delay or complication, without incurring additional costs or at all. Our ability to pay dividends will be restricted under Luxembourg law following the Conversion. We have never declared or paid any cash dividends on Ordinary Shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth, both organic and inorganic. If we do decide to declare and pay dividends following the Conversion, our ability to do so will be limited by Luxembourg law, which requires the availability of sufficient profits and other reserves (including share premium) being available for distribution. Following the Conversion, subject to the requirements of Luxembourg law and the Lux Articles, the allocation of the balance of annual net profits will be determined at the general meeting of shareholders, which shareholders may decide to pay as a dividend, transfer to a reserve account or carry forward. Interim dividends may be distributed by the Board at any 40time, subject to the requirements of Luxembourg law and the Lux Articles. As permitted by Luxembourg law, the Lux Articles authorize the declaration of dividends more frequently than annually (i.e., interim dividends) so long as the amount of such interim dividends does not exceed the profits made since the end of the last financial year for which the annual accounts have been approved, if any, increased by profits carried forward and distributable reserves, and reduced by losses carried forward and sums to be allocated to a legal reserve allocated from our net profits. Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our ordinary shares and our ability to pursue equity financings. The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law will be different from those applicable to a corporation incorporated in the United States. In addition, the laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and regulations in respect of corporate governance matters may not be as protective nor offer the same level of protection for minority shareholders as state corporation laws do in the United States. For example, neither the Lux Articles nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions (but shareholders will have, subject to certain procedures and conditions, the right to transfer their shares to the Company for adequate cash compensation in connection with specific transactions governed by Title X (Restructurings), Chapter II (Mergers), Section 5 (European-cross border mergers), Chapter III (Divisions), Section 4 (European cross-border divisions) and Chapter VI (Cross-border conversions), Section 2 (European cross-border conversions) of the Luxembourg Company Law) that may otherwise be available to shareholders under certain U.S. state laws. Therefore, our shareholders may find it more difficult or challenging to protect their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States. As a result, the trading of our ordinary shares and our ability to pursue equity financings could be adversely impacted. Holders of ordinary shares of Lux Criteo may not be able to exercise preferential subscription rights and may suffer dilution of their shareholding in the event of future share issuances. The Companys shareholders are being asked to consider and vote on a proposal to adopt the Lux Articles which will authorize the Board to limit or withdraw shareholders preferential subscription rights otherwise provided by Luxembourg Company Law to the extent the Board deems such limitation or withdrawal advisable for any issuance or issuances of ordinary shares within the scope of our authorized share capital for a period of five years from the date of the Constat Deed passed by the Luxembourg notary for the Conversion. Any issuances of ordinary shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including, among other things, a share premium). In addition, a shareholder may not be able to exercise the shareholders preferential right on a timely basis or at all, unless the shareholder complies with the requirements set forth under Luxembourg law and applicable laws in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event of future share issuances. Moreover, in the case of an increase in capital by a contribution in kind, no preferential rights of the existing shareholders exist. Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other employees. Following the Conversion, we will be a Company organized under the law of Luxembourg. Certain of our directors and members of senior management, and those of certain of our subsidiaries, are non-residents of the United States, and all or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S. courts against them or us based on civil liability provisions of the securities laws of the United States. As there is no treaty in force governing the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and the Grand Duchy of Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid final, non-appealable and conclusive judgment against a company incorporated and existing in Luxembourg obtained from a court of competent jurisdiction in the United States remains in full force and effect after all appeals as may be taken in the relevant state or federal jurisdiction with respect thereto have been taken, may be entered and enforced through a court of competent jurisdiction of Luxembourg, 41subject to compliance with the enforcement procedures (exequatur) set out in the relevant provisions of the Luxembourg New Code of Civil Procedure (Nouveau Code de Procdure Civile) and Luxembourg case law, being: the judgment of the U.S. court is final and enforceable (executoire) in the United States;the U.S. court had indirect jurisdiction over the subject matter leading to the judgment (that is, there was a distinctive link between the U.S. court and the subject matter and the U.S. court did not infringe upon the exclusive jurisdiction of the Luxembourg courts);the trial leading to the judgment of the U.S. court was fair (that is namely the counterparty had the opportunity to appear and, if it appeared, to present a defense), the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant;the judgment of the U.S. court does not contravene Luxembourg international public policy; andthe U.S. court proceedings were not of a criminal or tax nature.Subject to the above conditions, Luxembourg courts currently do not review the merits of judgments rendered by the U.S. courts even though there is no statutory prohibition of such review. In case of court proceedings in a Luxembourg court, the Luxembourg court may require that the judgment obtained in a U.S. court and the enforcement of which is sought in Luxembourg be translated into French, German or Luxembourgish. If an original action is brought in Luxembourg, without prejudice to specific conflict of law rules, Luxembourg courts may refuse to apply the designated law (i) if the choice of such foreign law was not bona fide, (ii) if the foreign law was not pleaded and proved or (iii) if pleaded and proved, such foreign law was contrary to mandatory Luxembourg laws or incompatible with Luxembourg public policy (ordre public). In an action brought in Luxembourg on the basis of U.S. federal or state securities laws, Luxembourg courts may not have the requisite power to grant the remedies sought. Also, an exequatur may be refused in respect of punitive damages. Furthermore, in the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than euro, a Luxembourg court would have power to give a judgment expressed as an order to pay a currency other than euro. However, enforcement of the judgment against any party in Luxembourg would be available only in euro and for such purposes all claims or debts would be converted into euro. Under Luxembourg law, contractual provisions allowing the service of process against a party to a service agent could be overridden by Luxembourg statutory provisions allowing the valid serving of process against a party in accordance with applicable laws at the domicile of the party. The Lux Articles will contain an exclusive forum provision that could limit a shareholders ability to bring a claim in a judicial forum that the shareholder believes is favorable for such disputes and may discourage lawsuits against us or any of our directors, officers or other employees. The Lux Articles will provide that the competent courts in the Grand Duchy of Luxembourg will be the exclusive forum for any disputes arising out of or in connection with the Lux Articles, notably (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary or other duty owed by any director, officer or other employee of the Company to the Company or the Companys shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Luxembourg Company Law, or (iii) any action or proceeding asserting a claim or otherwise related to the affairs of the Company. However, the foregoing will explicitly not apply to (x) suits brought to enforce any liability or duty created by the Exchange Act or the rules and regulations promulgated thereunder or any other claim for which the U.S. federal courts have exclusive jurisdiction and (y) any complaint asserting a cause of action arising under the Securities Act, for which the federal district courts of the United States of America will, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution thereof unless the Company consents in writing to the selection of an alternative forum. The exclusive forum provisions in the Lux Articles will not relieve us of our duties to comply with U.S. federal securities laws and the rules and regulations thereunder and, accordingly, actions by our shareholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in U.S. federal courts. Our shareholders will not be deemed to have waived our compliance with these laws, rules and regulations.The exclusive forum provisions in the Lux Articles may limit a shareholders ability to bring a claim in a judicial forum of its choosing for disputes with the Company or its directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees. In addition, shareholders who do bring a claim in the Grand Duchy of Luxembourg or in the federal district courts of the United States could face additional litigation costs in pursuing any such claim, particularly in case they do not reside in or near such respective jurisdictions. The court in the designated forum under our exclusive forum provisions may also reach different judgments or results than would other courts, 42including courts where a shareholder would otherwise choose to bring the action, and such judgments or results may be adverse to our shareholders. Further, the enforceability of similar exclusive forum provisions in other companies organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions. Even if a Luxembourg or other foreign court agrees to hear a U.S. securities law claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and procedural rules would still be governed by the law of the jurisdiction in which the foreign court resides. Furthermore, Luxembourg law does not recognize a shareholders right to bring a derivative action on behalf of the Company, except in limited cases. Minority shareholders holding securities entitled to vote at the general meeting and holding at least 10.0% of the voting rights of the Company may bring an action against the directors on behalf of the Company. Minority shareholders holding at least 10.0% of the voting rights of the Company may also ask the directors questions in writing concerning acts of management of the Company or one of its subsidiaries, and if the Company fails to answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management. Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws. Following the Conversion we will be subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No. 2015/848 of May 20, 2015, on insolvency proceedings (recast), as amended. Should courts in another European country determine that they have jurisdiction over us, such courts may apply the insolvency laws of that country in accordance with and subject to such EU regulations. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws. Item1B.Unresolved Staff Comments We do not have any unresolved comments from the SEC staff. Item 1C. CybersecurityOverviewCriteo recognizes the critical importance of maintaining the safety and security of our systems and data and has a holistic process for overseeing and managing cybersecurity and related risks. Our security program is led by our Chief Information Security Officer (CISO), who reports directly to our Chief Technology Officer (CTO), who is responsible for managing cybersecurity risks as well as protecting our products, networks and systems. Our CISO has extensive information technology and program management experience and has served many years in our corporate information security organization. Our CISO manages our security organization, which is composed of dedicated teams of experts in security engineering, incident response, compliance, and software development.GovernanceOur Board is primarily responsible for the oversight of our risk management activities and has delegated to the Audit Committee the responsibility to assist in this task. The Audit Committee regularly reviews and discusses with management and, as appropriate, the Companys auditors, the Companys guidelines and policies with respect to risk assessment and risk management, including the Companys data privacy and cybersecurity risk exposures and the steps taken to monitor and manage those exposures.43The CISO helps maintain a comprehensive security program that serves as a governance framework for information security at Criteo, supports the business goals of the company and details, across problem spaces and security core functions, the various initiatives, their scope, the associated risks and weaknesses, the roadmap and the current progress.Criteo assesses and manages its cybersecurity risks in part through an executive committee referred to as the Governance Risk and Compliance Committee (the GRCC). The GRCC is composed of the CISO and certain members of our executive and leadership teams, and meets several times a year to discuss strategic information security matters including the security program, major risks and incidents and significant key performance indicators (KPIs). As a member of the GRCC, the CISO briefs the Audit Committee on the information security program, major risks and any cybersecurity incidents, typically at least annually. Additionally, cybersecurity risks are reported to the Board, at least annually, as part of Criteos enterprise risk mapping (ERM) program. Quality Control of SecurityTo help ensure that our security program functions in line with industry expectations, Criteo invests in identifying and remediating gaps in our security posture. To accomplish this, we use a mix of our internal expertise and external third-party expertise, as needed, to audit ourselves against industry standards, such as the National Institute of Standards and Technology (NIST) Cybersecurity Framework, International Organization for Standardization 27001 Information Security Management System Requirements (ISO27001) and the American Institute of Certified Public Accountants Service Organization Control Type 2 (AICPA SOC 2). Various parts of our business maintain independently assessed security certifications, and we also run certification programs to expand the scope of our existing security certifications.Risk ManagementOur security team has several touch points within the business in order to adequately address and mitigate risks. For instance, the team provides mandatory cybersecurity awareness training for all employees and a recurring phishing simulation campaign. Our technical security teams use a combination of threat intelligence tools, defensive tools and proactive testing to detect vulnerabilities and respond. Our technical security teams also invest in building new tools and integrating solutions to improve our security posture on an ongoing basis. Our security compliance teams perform third-party risk assessments, respond to client inquiries about security, help the business to manage our security controls, and translate our external requirements into policies, standards, and actions for the rest of our business. Various parts of our team also participate in risks assessments during project kick-offs. With regards to third-party risk assessments, our process involves assessing how third parties interact and connect with our information systems and our data, assessing the security of the third-party (including through questionnaires), and obtaining independent proofs of security (including via security certification and/or penetration tests) depending on the associated level of risk, as evaluated by our team. Our procurement teams also run checks to ensure vendors are not sanctioned or otherwise identified as potentially corrupt. The process of assessing, identifying and managing cybersecurity related risks is integrated into our overall ERM via a dedicated Information Security Risk Management program that is focused on cybersecurity risk and run by our security compliance team. Risks that are identified through our security processes go through a process of analysis, prioritization, treatment and monitoring. During the lifecycle of cybersecurity specific risks, risk owners, working alongside the security compliance team, are assigned to develop risk mitigation plans, which are followed by the team until a risk is sufficiently mitigated or resolved, at which point such risk reaches a monitoring state. Cybersecurity risks are aggregated into strategic business risks and incorporated into the ERM program.Cybersecurity IncidentsWhile we have experienced cybersecurity incidents in the past, there have been none to date which have materially affected, or are reasonably likely to materially affect, the Company, our financial position, results of operations and/or cash flows. We continue to invest in the cybersecurity and resiliency of our networks and to enhance our internal controls and processes, which are designed to help protect our systems and infrastructure, and the information they contain. For more information regarding the risks we face from cybersecurity threats, please see Item 1A. Risk Factors Risks Related to Data Privacy, Intellectual Property and Cybersecurity.44Item2.Properties Our headquarters are located in Paris, France, in an approximately 9,216 square meter facility, under a lease agreement expiring in March 2031. In addition, we had 26 offices in 19 countries as of December 31, 2025. We currently lease space in data centers from third-party hosting providers to operate our servers located in the U.S. (Texas, Virginia), France, the Netherlands, Singapore and Japan. The properties are used by both of our segments. We believe that our facilities are adequate for our current needs.Item3.Legal Proceedings For a discussion of our legal proceedings, refer to Note 19 Commitments and contingencies.Item4.Mine Safety Disclosures Not applicable. 45PART II Item5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market InformationOur ADSs have been listed on the Nasdaq Global Select Market ("Nasdaq") under the symbol CRTO since October30, 2013. Prior to that date, there was no public trading market for ADSs or our ordinary shares. HoldersAs of January 31, 2026, there were 32 holders of record of our ordinary shares and 183 participants in DTC that held our ADSs. The actual number of holders is greater, and includes beneficial owners whose ADSs are held in street name by brokers and other nominees. This number of holders of record and DTC participants also does not include holders whose shares may be held in trust by other entities.ADS Performance GraphThe following graph matches our cumulative five-year total shareholder return on our ADSs with the cumulative total returns of the Russell 2000 Index and the Nasdaq Internet Index. The graph tracks the performance of a $100 investment in our ADSs and in each index (with the reinvestment of all dividends) fromDecember31, 2020toDecember 31, 2025. The returns shown are based on historical results and are not intended to suggest future performance. 46The foregoing performance graph and related information shall not be deemed soliciting material or to be filed with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such filing.DividendsWe have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity securities in the foreseeable future and intend to retain all available funds and any future earnings to fund our growth. Subject to the requirements of French law and our by-laws, dividends may only be distributed from our statutory retained earnings. Dividend distributions, if any, will be made in euros and converted into U.S. dollars with respect to the ADSs, as provided in the deposit agreement. In addition, under the General RCF, we may not declare, make or pay dividends if our net debt to Adjusted EBITDA leverage ratio exceeds 2.0x.Purchases of Equity Securities by the Issuer and Affiliated PurchasersOn January 31, 2025 the Board extended our previously authorized share repurchase program of up to $630.0 million of outstanding ADS to an increased amount of up to $805.0 million in January 2025. During 2025, we spent $152 million on ADS repurchases. The following table provides certain information with respect to our purchases of our ADSs during the fourth fiscal quarter of 2025:
| |
| Period | Total Number of Shares Purchased | Average Price Paid per Share(1) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | |
| October 1 to 31, 2025 | 78,008 | $22.46 | 78,008 | $102,007,742 | |
| November 1 to 30, 2025 | 630,000 | $21.57 | 630,000 | $88,410,174 | |
| December 1 to 31, 2025 | 1,041,808 | $20.41 | 1,041,808 | $67,139,720 | |
| Total | 1,749,816 | 1,749,816 | | |
(1) Weighted average price paid per share excludes any broker commissions paid.
Recent Sales of Unregistered Securities and Use of Proceeds
There were no unregistered sales of equity securities during 2025.
Exchange Controls & Ownership by Non-French Residents
Under current French foreign exchange control regulations there are no limitations on the amount of cash payments that
we may remit to residents of foreign countries. Laws and regulations concerning foreign exchange controls do, however,
require that all payments or transfers of funds made by a French resident to a non-resident, such as dividend payments,
be handled by an accredited intermediary. All registered banks and substantially all credit institutions in France are
accredited intermediaries.
Neither the French Commercial Code nor our by-laws presently impose any restrictions on the right of non-French
residents or non-French shareholders to own and vote shares. However, (a) any non-French citizen, (b) any French
citizen not residing in France, (c) any non-French entity or (d) any French entity controlled by one of the aforementioned
persons or entities may have to file a declaration for statistical purposes with the Bank of France (Banque de France)
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within 20 working days following the date of certain direct foreign investments in us, including any purchase of our ADSs.
In particular, such filings are required in connection with investments exceeding 15,000,000 that lead to the acquisition of
at least 10% of our outstanding ordinary shares or voting rights or the crossing of either such 10% threshold. Violation of
this filing requirement may be sanctioned by five years of imprisonment and a fine of up to twice the amount of the
relevant investment. This amount may be increased fivefold if the violation is made by a legal entity.
Further, any investment (i) by (a) an non-French citizen, (b) any French citizen not residing in France, (c) any non-French
entity or (d) any French entity controlled by one of the aforementioned persons or entities, (ii) that will result in the relevant
investor (a) acquiring control of any entity registered in France, (b) acquiring all or part of a business line of an entity
registered in France, or (c) for non-EU or non-EEA investors crossing, directly or indirectly, alone or in concert, a 25%
threshold of voting rights in an entity registered in France, and (iii) made in certain strategic industries, including activities
likely to prejudice national defense interests, public policy or public security (such as cryptology, data capturing devices,
data storage and IT systems) and research and development related to critical technologies (such as AI and
cybersecurity) is subject to the prior authorization of the French Ministry of Economy, which authorization may be
conditioned on certain undertakings. For the purposes of (ii)(a) in the preceding sentence, ownership of at least 40% of
our share capital or voting rights is regarded as a controlling interest, but a lower percentage might be held to be a
controlling interest in certain circumstances depending upon factors such as the acquirers intention, the acquirers ability
to elect directors, and financial reliance by the company on the acquirer.
If an investment requiring the prior authorization of the French Minister of Economy is completed without such
authorization having been granted, the French Minister of Economy, at its discretion, might direct the relevant investor to
nonetheless (i) submit a request for authorization, (ii) have the previous situation restored at its own expense or (iii)
amend the investment. The relevant investor further may be found criminally liable and may be sanctioned with a fine not
to exceed the greater of the following amounts: (i) twice the amount of the relevant investment, (ii) 10% of the annual
turnover before tax of the target company or (iii) 5 million (for a company) or 1 million (for a natural person).
French Tax Consequences
The following describes the material French income tax consequences to U.S. Holders (as defined below) of purchasing,
owning and disposing of the ADSs and ordinary shares, or the Securities as in force on the date of this Form 10-K.
This discussion does not purport to be a complete analysis or listing of all potential tax effects of the acquisition,
ownership or disposition of our securities to any particular investor, and does not discuss tax considerations that arise
from rules of general application or that are generally assumed to be known by investors. All of the following is subject to
change. Such changes could apply retroactively and could affect the consequences described below.
For the purposes of this discussion, the term U.S. Holder means a beneficial owner of securities that is (1) an individual
who is not a French tax resident under French domestic rules / applicable double tax treaty provisions and who is a U.S.
citizen or resident for U.S. federal income tax purposes, or (2) a U.S. domestic corporation or certain other entities created
or organized in or under the laws of the U.S. or any state thereof, including the District of Columbia, or (3) otherwise
subject to U.S. federal income taxation on a net income basis in respect of securities.
If a partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds securities, the tax
treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. If a U.S.
Holder is a partner in a partnership that holds securities, such holder is urged to consult its own tax adviser regarding the
specific tax consequences of acquiring, owning and disposing of securities.
This discussion applies only to investors that hold our securities as capital assets that have the U.S. dollar as their
functional currency, that are entitled to treaty benefits under the Limitation on Benefits provision contained in the tax
treaty between the Government of the U.S. and the Government of the French Republic for the Avoidance of Double
Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital dated August 31, 1994, as
amended by additional protocols of December 8, 2004 and January 13, 2009 ("The Treaty"), and whose ownership of the
securities is not effectively connected to a permanent establishment or a fixed base in France.
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Certain U.S. Holders (including, but not limited to, U.S. expatriates, partnerships or other entities classified as partnerships
for U.S. federal income tax purposes, banks, insurance companies, regulated investment companies, tax-exempt
organizations, financial institutions, persons subject to the alternative minimum tax, persons who acquired the securities
pursuant to the exercise of employee share options or otherwise as compensation, persons that own (directly, indirectly or
by attribution) 5% or more of our voting stock or 5% or more of our outstanding share capital, dealers in securities or
currencies, persons that elect to mark their securities to market for U.S. federal income tax purposes and persons holding
securities as a position in a synthetic security, straddle or conversion transaction) may be subject to special rules not
discussed below.
U.S. Holders are urged to consult their own tax advisers regarding the tax consequences of the purchase, ownership and
disposition of securities in light of their particular circumstances, especially with regard to the Limitations on Benefits
provision.
Furthermore, specific rules apply in France with respect to French assets that are held by or in foreign trusts. These rules,
among other things, provide for the inclusion of trust assets in the settlors net assets for purpose of applying the French
real estate wealth tax, for the application of French gift and inheritance tax to French assets held in trust, for a specific tax
on capital on the French assets of foreign trusts not already subject to the French real estate wealth tax and for a number
of French tax reporting and disclosure obligations. The following discussion does not address the French tax
consequences applicable to securities held in trusts.
If securities are held in trust, the settlor, trustee and beneficiary are urged to consult their own tax adviser regarding the
specific tax consequences of acquiring, owning and disposing of securities.
Purchasing Consequences
Financial Transactions Tax
Pursuant to Article 235 ter ZD of the French Tax Code ("FTC"), purchases of shares or ADSs of a French company listed
on a regulated market of the EU or an exchange formally acknowledged by the French Financial Market Authority ("AMF")
are subject to a 0.4% French tax on financial transactions provided that the issuers market capitalization exceeds 1
billion as of December 1 of the year preceding the taxation year. The above mentioned rate amounted to 0.3% until April
1, 2025.
A list of companies whose market capitalization exceeds 1 billion as of December 1 of the year preceding the taxation
year within the meaning of Article 235 ter ZD of the FTC is published annually by the French tax authorities. Pursuant to
Regulations BOIANNX000467 issued on December 17, 2025, Criteo is currently not included in such list. Please note
that such list may be updated from time to time, or may not be published anymore in the future. Moreover, Nasdaq, on
which Criteo's ADSs are listed for trading, is not currently acknowledged by the AMF but this may change in the future.
Consequently, Criteos securities should not fall within the scope of the tax on financial transactions described above and
purchasers of Criteo's securities in 2025 should not be subject to the tax on financial transactions.
Registration Duties
In the case where Article 235 ter ZD of the FTC is not applicable, transfers of shares which are not listed on a regulated
market of the EU or an exchange formally acknowledged by the AMF are subject to uncapped registration duties at the
rate of 0.1%.
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Ownership Consequences
Taxation of Dividends
Dividends paid by a French corporation to non-residents of France are generally subject to French withholding tax at a
rate of 25% for corporations or 12.8% for individuals. Dividends paid by a French corporation in a non-cooperative State
or territory, as set out in the list referred to in Article 238-0 A of the FTC, will generally be subject to French withholding tax
at a rate of 75%, except to the extent this French corporation can prove that the main purpose and effect of the distribution
is not transfer such dividend income in a non-cooperative State or territory with a view to avoiding taxes. However, eligible
U.S. Holders entitled to Treaty benefits under the Limitation on Benefits provision contained in the Treaty who are U.S.
tax residents, as defined pursuant to the provisions of the Treaty may be subject to the withholding tax at a reduced rate
(as described below).
Under the Treaty, the rate of French withholding tax on dividends paid to an eligible U.S. Holder who is a U.S. tax resident
as defined pursuant to the provisions of the Treaty, who is the ultimate owner of the distributed dividends, and whose
ownership of the ordinary shares or ADSs is not effectively connected with a permanent establishment or fixed base that
such U.S. Holder has in France, is generally reduced to 15%, or to 5% if such U.S. Holder is a corporation and owns
directly or indirectly at least 10% of the share capital of the issuer, subject to certain procedural requirements discussed
below.
For U.S. Holders that are not individuals but are U.S. residents, as defined pursuant to the provisions of the Treaty, the
requirements for eligibility for Treaty benefits, including the reduced 15% or 5% withholding tax rates contained in the
Limitation on Benefits provision of the Treaty, are complicated, and certain technical changes were made to these
requirements by the protocol of January 13, 2009. U.S. Holders are advised to consult their own tax advisers regarding
their eligibility for Treaty benefits in light of their own particular circumstances.
Dividends paid to an eligible U.S. Holder may immediately be subject to the reduced rates of 15% or 5% provided that
such holder establishes before the date of payment that it is a U.S. resident under the Treaty by completing and providing
the depositary with the applicable treaty forms (Form 5000 and Form 5001).
Dividends paid to a U.S. Holder that has not filed the Form 5000 before the dividend payment date will be subject to
French withholding tax at a rate which is currently 12.8% for individuals, 25% for corporations, or 75% if paid in a non-
cooperative State or territory (as defined in Article 238-0 A of the FTC). Such U.S. Holder may claim a refund from the
French tax authorities of the amount withheld in excess of the Treaty rates of 15% or 5%, if any, provided that such holder
duly completes and provides the French tax authorities with the treaty forms (Form 5000 and Form 5001) before
December 31 of the second calendar year following the year during which the dividend is paid. Certain qualifying pension
funds and certain other tax-exempt entities are subject to the same general filing requirements as other U.S. Holders
except that they may have to supply additional documentation evidencing their entitlement to these benefits.
Form 5000 and Form 5001, together with instructions, will be provided by the depositary to all U.S. Holders registered with
the depositary. The depositary will arrange for the filing with the French Tax authorities of all such forms properly
completed and executed by U.S. Holders of ordinary shares or ADSs and returned to the depositary in sufficient time so
that they may be filed with the French tax authorities before the distribution in order to obtain immediately a reduced
withholding tax rate.
The withholding tax refund, if any, will not occur before January 15 of the year following the calendar year in which the
related dividend was paid.
Subject to certain conditions, corporations can obtain a full refund of the withholding tax if they are in loss-making position.
In such case, the taxation is deferred and will occur if and when profits are made.
Because the withholding tax rate applicable under French domestic law to U.S. holders who are individuals does not
exceed the cap provided in the Treaty (i.e. 15%), the domestic 12.8% withholding tax rate will generally apply to dividends
paid to those U.S. holders, as opposed to the rate provided under the Treaty.
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Wealth Tax
Since January 1, 2018, French wealth tax (impt de solidarit sur la fortune) has been replaced by the real estate wealth
tax (impt sur la fortune immobilire) which applies to French tax residents on their worldwide real estate assets and non-
French tax resident individuals owning French real estate assets or rights, directly or indirectly through one or more legal
entities, and whose net taxable assets amount to at least 1,300,000 euros on January 1st. Generally, real estate assets
allocated to an operational activity are excluded from the scope of the real estate wealth tax, depending on the structuring.
Shares of an operating company holding French real estate assets in which the relevant individual holds, directly and
indirectly, less than 10% of the share capital or voting rights, are also exempt from real estate wealth tax.
The Treaty does not prevent the application of French real estate wealth tax to a U.S. Holder who would be a U.S. tax
resident. However, based on the above domestic provisions and considering that Criteo S.A. is an operating company, the
owning of ADSs or ordinary shares should not be subject to real estate wealth tax.
Disposition
Taxation on sale or other disposition
Generally, under French tax law, a foreign shareholder who is not a French tax resident for French tax purposes is not
subject to French tax on any capital gain from the sale, exchange, repurchase or redemption of ordinary shares or ADSs,
provided that this shareholder has not held more than 25% of our dividend rights, at any time during the preceding five
years, either directly or indirectly, and, as relates to individuals, alone or with relatives (as an exception, a non-resident
shareholder established, domiciled or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of
the FTC should be subject to a 75% withholding tax in France on any such capital gain, regardless of the fraction of the
dividend rights it holds).
However, based on the Treaty, a U.S. Holder who is a U.S. tax resident for purposes of the Treaty, has no permanent
establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits will only be
subject to French tax on capital gain resulting from the sale of shares, units or rights in a company at least 50% of the
assets of which consist of real estate located in France, or derives at least 50% of its value, directly or indirectly, from real
estate located in France. Criteo S.A. is not expected to meet this standard. Pursuant to these provisions, capital gain
resulting from the sale or other disposition of ADSs and ordinary shares should not be subject to taxation in France for this
shareholder. U.S. Holders who own ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty
purposes are advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty
benefits in light of their own particular circumstances.
A U.S. Holder who owns ordinary shares or ADSs through U.S. partnerships that are not residents for Treaty purposes are
advised to consult their own tax advisors regarding their French tax treatment and their eligibility for Treaty benefits in light
of their own particular circumstances.
A U.S. Holder that is not a U.S. resident for Treaty purposes or is not entitled to Treaty benefits (and in both cases is not
resident, established or incorporated in a non-cooperative State or territory as defined in Article 238-0 A of the FTC) and
has held more than 25% of Criteo's dividend rights at any time during the preceding five years, either directly or indirectly,
and, as relates to individuals, alone or with relatives, will be subject to a levy in France at the rate of (i) 25% if such U.S.
Holder is a corporate body or a legal entity, or (ii) 12.8% if such U.S. Holder is an individual.
Special rules apply to U.S. Holders who are residents of more than one country.
Gift and Inheritance Tax
Generally, under French tax law, the following assets are subject to gift and inheritance tax:
all movable or immovable property located in France or outside France when the donor or the deceased had his
or her tax residence in France within the meaning of Article 4 B of the FTC;
movable or immovable property located in France (including French real estate assets held indirectly), when the
donor or the deceased is not domiciled for tax purposes in France;
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movable and immovable property located in France or outside France received from a donor or deceased
domiciled outside France by an heir, donee or legatee who is domiciled for tax purposes in France within the
meaning of Article 4 B of the FTC and has been so domiciled for at least six years during the last ten years
preceding the year in which he or she receives the property.
However, under the Convention between the Government of the U.S. and the Government of the French Republic for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Estates, Inheritances and
Gifts, dated November 24, 1978 (as amended by the protocol of December 8, 2004 and as amended on January 13,
2019), if the U.S. Holder is domiciled in the U.S. and is a U.S. tax resident for purposes of the Treaty, has no permanent
establishment or fixed base in France within the meaning of the Treaty, and is entitled to Treaty benefits, only French real
estate assets and shares, units or other interests in a company or legal entity whose assets consist, directly or through
one or more other companies or legal entities, of at least 50% of real property located in France or of rights relating to
such property can be subject to gift and inheritance tax.
U.S. Federal Income Tax Considerations for U.S. Holders
The following section is a summary of the U.S. federal income tax considerations generally applicable to U.S. Holders, as
defined below, of owning and disposing of ADSs or ordinary shares.
This section applies only to a U.S. Holder that holds ADSs or ordinary shares as capital assets (generally, property held
for investment) for U.S. federal income tax purposes. This section does not address the U.S. federal estate, gift or other
non-income tax considerations or any state, local or non-U.S. tax considerations relating to the ownership or disposition of
ADSs or ordinary shares. In addition, it does not set forth all of the U.S. federal income tax considerations that may be
relevant in light of the U.S. Holders particular circumstances, including alternative minimum tax consequences, the
potential application of the provisions of the U.S. Internal Revenue Code of 1986, as amended (the Code), known as the
Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:
certain banks and other financial institutions;
dealers in securities or currencies;
traders that elect to use a mark-to-market method of accounting;
persons holding ADSs or ordinary shares as part of a hedging transaction, straddle, wash sale, conversion
transaction or other integrated transaction or persons entering into a constructive sale with respect to the ADSs or
ordinary shares;
persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;
entities or arrangements classified as partnerships for U.S. federal income tax purposes;
insurance companies;
pension plans;
cooperatives;
regulated investment companies;
real estate investment trusts;
tax-exempt entities, including private foundations and individual retirement accounts or Roth IRAs;
certain former U.S. citizens or long-term residents;
persons who acquire their ADSs or ordinary shares pursuant to any employee share option or otherwise as
compensation;
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persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to
the ADSs or ordinary shares to their financial statements under Section 451(b) of the Code;
persons that directly, indirectly or constructively own 10% or more of our shares (by vote or value); or
persons holding ADSs or ordinary shares in connection with a trade or business conducted outside of the U.S.
If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds ADSs or ordinary
shares, the U.S. federal income tax treatment of a partner will depend on the status of the partner and the activities of the
partnership. Partnerships holding ADSs or ordinary shares and partners in such partnerships should consult their tax
advisers as to the particular U.S. federal income tax consequences of owning and disposing of the ADSs or ordinary
shares.
Each U.S. Holder should consult its tax advisor as to the U.S. federal, state, local and non-U.S. tax considerations
relevant to it with respect to the ownership and disposition of our ADSs or ordinary shares in light of its particular
circumstances.
This section is based on the Code, administrative pronouncements, judicial decisions, final Treasury regulations, and the
income tax treaty between France and the U.S. (the Treaty), all as of the date hereof, any of which is subject to change
or differing interpretations, possibly with retroactive effect.
A U.S. Holder is a holder who, for U.S. federal income tax purposes, is a beneficial owner of ADSs or ordinary shares
and who is:
a citizen or individual resident of the U.S.;
a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the U.S., any state thereof or the District of Columbia;
an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its
source; or
a trust if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one
or more U.S. persons has or have the authority to control all of the trusts substantial decisions, or the trust has
validly elected to be treated as a domestic trust for U.S. federal income tax purposes.
In general, it is expected that a U.S. Holder who owns ADSs will be treated as the owner of the underlying shares
represented by those ADSs for U.S. federal income tax purposes. The remainder of this discussion assumes that a U.S.
Holder of our ADSs will be treated in this manner. Accordingly, no gain or loss will be recognized if a U.S. Holder
exchanges ADSs for the underlying shares represented by those ADSs.
U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of
owning and disposing of ADSs or ordinary shares in their particular circumstances.
Taxation of Distributions
We do not currently expect to make distributions on our ADSs or ordinary shares. If we are not and have not been a PFIC
(as discussed below in the section entitled PFIC Rules), in the event that we do make distributions of cash or other
property, the following rules would apply. The gross amount of any distributions paid on ADSs or ordinary shares, other
than certain pro rata distributions of ADSs or ordinary shares, will be treated as dividends to the extent paid out of our
current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent such
amount is treated as a dividend, it will generally be includible in the gross income of a U.S. Holder as dividend income on
the day actually or constructively received by the U.S. Holder, in the case of ordinary shares, or by the depositary, in the
case of ADSs.
If distributions exceed our current and accumulated earnings and profits, such excess distributions will generally constitute
a return of capital to the extent of the U.S. Holders tax basis in its ADSs or ordinary shares and will result in a reduction
thereof.
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To the extent such excess exceeds a U.S. Holders tax basis in the ADSs or ordinary shares, such excess will generally
be subject to tax as capital gain. Because we do not intend to determine our earnings and profits in accordance with U.S.
federal income tax principles, the full amount of any distribution we pay is generally expected to be treated as a dividend
for U.S. federal income tax purposes. Dividends received on our ADSs or ordinary shares will not be eligible for the
dividends received deduction allowed to corporations in respect of dividends received from U.S. corporations.
Individuals and other non-corporate U.S. Holders will be subject to tax at the lower capital gains tax rate applicable to
qualified dividend income, provided that certain conditions are satisfied, including that (1) the ADSs or ordinary shares
on which the dividends are paid are readily tradable on an established securities market in the U.S., or we are eligible for
the benefits of the Treaty, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed
below) for the taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period
requirements are met.
If we are eligible for benefits under the Treaty, dividends we pay on our ADSs or ordinary shares, regardless of whether
such ADSs or shares are considered readily tradable on an established securities market in the U.S., would be eligible for
the reduced rates of taxation described in the preceding paragraph, provided the other conditions described above are
satisfied. Further, as discussed below under PFIC Rules, although there can be no assurance that we will or will not be
considered a PFIC for any taxable year, we believe we were not a PFIC for our 2025 taxable year and we do not
anticipate that we will be a PFIC in the current and future taxable years. U.S. Holders should consult their tax advisors
regarding the availability of the reduced tax rate on dividends in their particular circumstances.
For U.S. foreign tax credit purposes, dividends paid on our ADSs or ordinary shares generally will be treated as income
from foreign sources and generally will constitute passive category income. The amount of any dividend income paid in
euro will be the U.S. dollar amount calculated by reference to the exchange rate in effect on the date of actual or
constructive receipt, regardless of whether the payment is in fact converted into U.S. dollars at that time.
If the foreign currency received as a dividend is converted into U.S. dollars on the date it is received, a U.S. Holder will
generally not be required to recognize foreign currency gain or loss in respect of the dividend income. If the foreign
currency received as a dividend is not converted into U.S. dollars on the date of receipt, a U.S. Holder will have a basis in
the foreign currency equal to its U.S. dollar value on the date of receipt. Any gain or loss realized on a subsequent
conversion or other disposition of the foreign currency will be treated as U.S. source ordinary income or loss.
Sale or Other Disposition of ADSs or Ordinary Shares
Subject to the discussion below under PFIC Rules, gain or loss realized on the sale or other disposition of ADSs or
ordinary shares will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the ADSs or
ordinary shares for more than one year. The amount of the gain or loss will equal the difference between the U.S. Holders
tax basis in the ADSs or ordinary shares disposed of and the amount realized on the disposition, in each case as
determined in U.S. dollars. Long-term capital gain of individuals and certain other non-corporate U.S. Holders will
generally be eligible for a reduced rate of taxation. The deductibility of a capital loss may be subject to limitations. Any
capital gain or loss will generally be treated as U.S.-source gain or loss for U.S. foreign tax credit purposes, which will
generally limit the availability of foreign tax credits.
PFIC Rules
Under the Code, we will be a PFIC for any taxable year in which either (i) 75% or more of our gross income consists of
passive income, or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are
held for the production of, passive income. For purposes of the above calculations, we will be treated as if we hold our
proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in
which we directly or indirectly own at least 25%, by value, of the shares of such corporation.
Passive income includes, among other things, interest, dividends, certain non-active rents and royalties, net gains from
the sale or exchange of property producing such income and net foreign currency gains.
For this purpose, cash and assets readily convertible into cash are categorized as passive assets, and our goodwill and
other unbooked intangibles are taken into account.
The determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis
applying principles and methodologies that are in some circumstances unclear.
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Based on the value and composition of our assets, although not free from doubt, we do not believe we were a PFIC for
the taxable year ended December 31, 2025, and we do not expect to be a PFIC in the current taxable year or the
foreseeable future. Since a separate factual determination as to whether we are or have become a PFIC must be made
each year (after the close of such year), we cannot assure you that we will not be or become a PFIC in the current year or
any future taxable year.
If we are classified as a PFIC for any year during which a U.S. Holder holds our ADSs or ordinary shares, the PFIC rules
discussed below generally will apply to such U.S. Holder for such taxable year, and unless the U.S. Holder makes certain
elections, will apply in future years even if we cease to be a PFIC.
If we were a PFIC for any taxable year during which a U.S. Holder held ADSs or ordinary shares (assuming such U.S.
Holder has not made a timely mark-to-market or QEF election, as described below), gain recognized by a U.S. Holder on
a sale or other disposition (including certain pledges) of the ADSs or ordinary shares would be allocated ratably over the
U.S. Holders holding period for the ADSs or ordinary shares. The amounts allocated to the taxable year of the sale or
other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to
each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate,
for that taxable year, and an additional tax based on the interest charge generally applicable to underpayments of tax
would be imposed on the amount allocated to that taxable year. Further, to the extent that any distribution received by a
U.S. Holder on its ADSs or ordinary shares exceeds 125% of the average of the annual distributions on the ADSs or
ordinary shares received during the preceding three years or the U.S. Holders holding period, whichever is shorter, that
distribution would be subject to taxation in the same manner as gain, described immediately above.
If we are a PFIC for any taxable year during which a U.S. Holder holds our ADSs or ordinary shares and any of our non-
U.S. affiliated entities are also PFICs, the holder will be treated as owning a proportionate amount (by value) of the shares
of each such non-U.S. affiliate classified as a PFIC for purposes of the application of these rules. U.S. Holders are urged
to consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to
its ADSs or ordinary shares, provided that the ADSs or ordinary shares are marketable. ADSs or ordinary shares will be
marketable if they are traded in other than de minimis quantities on at least 15 days during each calendar quarter
(regularly traded) on a qualified exchange or other market within the meaning of applicable Treasury regulations. We
expect that our ADSs, but not our ordinary shares, will continue to be listed on the Nasdaq Global Select Market, which is
a qualified exchange for these purposes, but no assurances may be given in this regard. Consequently, assuming that our
ADSs are regularly traded, if a U.S. Holder holds our ADSs, it is expected that the mark-to-market election would be
available to such holder were we to be or become a PFIC. In addition, because, as a technical matter, a mark-to-market
election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC
rules with respect to such holders indirect interest in any investments held by us that are treated as an equity interest in a
PFIC for U.S. federal income tax purposes.
If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market
value of the ADSs or ordinary shares at the end of each taxable year over their adjusted tax basis, and will recognize an
ordinary loss in respect of any excess of the adjusted tax basis of the ADSs or ordinary shares over their fair market value
at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the
mark-to-market election). If a U.S. Holder makes the election, the U.S. Holders tax basis in the ADSs or ordinary shares
will be adjusted to reflect the income or loss amounts recognized.
Any gain recognized on the sale or other disposition of ADSs or ordinary shares in a year when we are a PFIC will be
treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of
income previously included as a result of the mark-to-market election). If a U.S. Holder makes such a mark-to-market
election, tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us (except
that the lower applicable capital gains rate for qualified dividend income would not apply). If a U.S. Holder makes a valid
mark-to-market election, and we subsequently cease to be classified as a PFIC, such U.S. Holder will not be required to
take into account the mark-to-market income or loss described above during any period that we are not classified as a
PFIC.
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In addition, in order to avoid the application of the foregoing rules, a U.S. person that owns shares in a PFIC for U.S.
federal income tax purposes may make a qualified electing fund (QEF) election with respect to such PFIC, if the PFIC
provides the information necessary for such election to be made. If a U.S. person makes a QEF election with respect to a
PFIC, the U.S. person will be currently taxable on its pro rata share of the PFICs ordinary earnings and net capital gain
(at ordinary income and capital gain rates, respectively) for each taxable year that the entity is classified as a PFIC and
will not be required to include such amounts in income when actually distributed by the PFIC. No assurances can be given
that we will provide holders with the information necessary for U.S. Holders to make a QEF election.
In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in
which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to
dividends paid to certain non-corporate U.S. Holders would not apply.
If a U.S. Holder owns ADSs or ordinary shares during any year in which we are a PFIC, the U.S. Holder must file annual
reports, containing such information as the U.S. Department of the Treasury may require on IRS Form 8621 (or any
successor form) with respect to us, with the U.S. Holders federal income tax return for that year, unless otherwise
specified in the instructions with respect to such form.
U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the
PFIC rules.
THE PRECEDING SUMMARY OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL
INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX
ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSIDERATIONS GENERALLY
APPLICABLE TO THEM OF THE OWNERSHIP AND DISPOSITION OF OUR ADSs OR ORDINARY SHARES IN
THEIR PARTICULAR CIRCUMSTANCES.
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Item6.[Reserved]
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Item7.Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction
with our consolidated financial statements and related notes appearing elsewhere in this Form 10-K. This section
generally discusses 2025 results compared to 2024 results. Discussion of 2024 results compared to 2023 results to the
extent not included in this report can be found in Item 7 of our 2024 Annual Report on Form 10-K.
To supplement our consolidated financial statements, which are prepared and presented in accordance with generally
accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted
EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as 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 presented in the section entitled "Contribution excluding
Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross
Profit. We define Adjusted EBITDA as 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 non cash items
impacting net income that we do not consider indicative of our business performance. Adjusted EBITDA is presented in
the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial
measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency
basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average
exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant
Currency Reconciliation".
We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial
performance of our business, enable comparison of financial results between periods where certain items may vary
independent of business performance, and allow for greater transparency with respect to key metrics used by
management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP
financial measures contained in this document to the most directly comparable measures under GAAP.
Overview
We are a global technology company driving superior commerce outcomes for marketers and media owners through the
worlds leading Commerce Intelligence Platform. We operate in digital advertising, leveraging commerce data and AI to
connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping
journey. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables
discovery, innovation, and choice powered by trusted and impactful advertising. We have accelerated and deeply
transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into
new solutions.
We report our financial results based on two reportable segments: Retail Media and Performance Media.
Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the
purchase and sale of retail media digital advertising inventory and audiences, and services.
Performance Media: This segment encompasses our targeting capabilities and supply and AdTech services.
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Full Year 2025 financial highlights
For the year ended December 31, 2025, revenue was $1,944.9million, up 1% compared to the prior year, reflecting
growth in Retail Media and flat revenue in Performance Media. At constant currency, revenue was flat.
Gross profit for the year ended December 31, 2025 increased by 7% to $1,049.4million, compared to the prior year,
primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation expense of data center
servers.
Contribution ex-TAC for the year ended December 31, 2025 increased by 5% to $1,174.6million, compared to the prior
year, driven by growth in Retail Media and Performance Media. At constant currency, Contribution ex-TAC increased by
3%.
Net income for the year ended December 31, 2025 increased by 30% to $149.4million, compared to the prior year,
primarily due to higher gross profit.
Adjusted EBITDA for the year ended December 31, 2025 increased by 4% to $406.7million, compared to the prior year,
primarily due to higher Contribution ex-TAC, partially offset by an increase in operating expenses.
Cash flow from operating activities was $311.2million for the year ended December 31, 2025, compared to $258.2million
in the prior year.
Trends, Opportunities and Challenges
We believe our performance and future success depend on several factors that present significant opportunities but also
pose risks and challenges, including those referred to in Part I, Item 1A.
As previously disclosed, our largest customer notified us that they will curtail the scope of future services commencing
November 1, 2025. For the year ended December 31, 2025, this customer accounted for 5% of our total revenue. The
anticipated reduction in revenue was reflected in our updated financial projections and incorporated into our annual
goodwill impairment test for the year ended December 31, 2025. Based on our quantitative assessment, the estimated fair
value of the Retail Media reporting unit exceeded its carrying value and no impairment was recorded. Further reductions
in projected revenue, margin performance, or adverse changes in market conditions could reduce the estimated fair value,
and may result in goodwill impairment in future periods.
During 2025, a large U.S. retailer that is a customer primarily in our Performance Media segment experienced
financial difficulty and subsequently filed for bankruptcy. As of year end 2025, the Company recorded a full allowance for
$5.9 million for the related receivables.
Develop and Scale our Commerce Intelligence Platform
Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform
as well as adding new customers. We believe that we are in a leading position in the Commerce Media space as we have
unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D
powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and
providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad
budgets and market share.
Business and Macroeconomic Conditions
Global economic and geopolitical conditions remained volatile in 2025, including continued inflationary pressures in
certain markets, and high interest rates. The economic uncertainty resulting from these factors may negatively impact
advertising demand, consumer spending behavior, and our business performance.
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These factors, among others, including inflationary pressures and changes in political and economic policies such as the
introduction of new or additional tariffs, make it difficult for Criteo and our clients to accurately forecast and plan future
business activities. As a result, our clients may reduce, delay, or more cautiously allocate their advertising spending, which
could adversely affect our business, financial condition and results of operations. We continue to monitor macroeconomic
conditions closely and may take actions in response to such conditions to the extent they adversely affect our business.
Seasonality
In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers
allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with
increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of
advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels.
In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising
buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical
conditions discussed above.
We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.
Privacy Trends and Government Regulations
We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the
collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their
own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital
ecosystem. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability
of privacy-safe solutions for a more open, unified and efficient ecosystem.
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A.Operating Results
Critical Accounting Estimates
Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of our consolidated
financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of
revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and
other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an
ongoing basis. Our actual results may materially differ from these estimates.
An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about
matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used,
or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe
estimates associated with (1) revenue recognition, including judgments made in the determination of whether we are acting
as a principal or agent (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries
projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in
respect with tax reforms recently enacted in countries where we operate, (3) assumptions used in valuing long-lived assets
including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent
liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain. See Note 1
Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a
description of our other significant accounting policies.
Revenue Recognition
The determination as to whether revenue should be reported gross of amounts billed to customers or net of payments to
publishers requires significant judgment, and is based on our assessment of whether we are acting as the principal or an
agent in a transaction. For revenue generated from arrangements that involve purchasing inventory from media owners, we
consider whether we obtain control of the services before they are transferred to the customer, or if we are acting primarily
as an agent or intermediary. The assessment of whether we are considered the principal or the agent in a transaction could
impact our revenue and cost of revenue recognized in the consolidated statements of income.
For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to
Note 1 Principles and Accounting Methods of our financial statements.
Income taxes
We are subject to income taxes in France and numerous foreign jurisdictions. We record deferred taxes on all temporary
differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability
method. The measurement of deferred income tax assets is reduced, when necessary, by a valuation allowance for any tax
benefits which are not expected to be realized. If future taxable profits are considerably different from those forecasted that
support recording deferred tax assets, we will revise the amount of the deferred tax assets downwards or upwards, which
could have a significant impact on our financial results.
We recognize the tax benefits arising from uncertain tax positions only if we believe that it is more likely than not that the
tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. These
uncertain tax positions include our estimates for transfer pricing that have been developed based upon analyses of
appropriate arms-length prices. Similarly, our estimates related to uncertain tax positions concerning research and
development tax credits are based on an assessment of whether our available documentation corroborating the nature of
our activities supporting the tax credits will be sufficient to sustain the position.
Valuation of Long-lived Assets including Goodwill and Intangible Assets
We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible
assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair
values of these identifiable assets and liabilities is recorded as goodwill and allocated to reporting units based on the
expected benefit from the business combination. Such valuations require management to make significant estimates and
assumptions, especially with respect to intangible assets.
Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and
future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market
participant perspective, useful lives, and discount rates.
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Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently
uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration
to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized
over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the
measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets
acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement
period, any subsequent adjustments are recorded to earnings.
Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in
circumstances would indicate that the fair value of a reporting unit may be below its carrying value. Fair value is estimated
using a discounted cash flow model. Goodwill has been allocated to segments using a relative fair value allocation
approach. The annual impairment test incorporated updated revenue projections, including the anticipated impact of the
reduction in services from our largest customer, which resulted in a decrease in the excess of fair value over carrying value
for the Retail Media reporting unit compared to the prior year. Fair value continued to exceed carrying value. For the year
ended December 31, 2025, no impairment of goodwill has been identified.
Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for impairment
whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The
evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of
other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the
future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review
indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount
of such assets is reduced to fair value.
Contingent Losses and Liabilities
With respect to litigation, claims and other non-income tax risks that may result in a provision to be recognized, we exercise
significant judgment in measuring and recognizing provisions or determining exposure to contingent liabilities that are
related to pending litigation, other outstanding claims and non-income tax risks. Contingency provisions are recognized
when they are determined to be both probable and estimable. These judgments and estimates are subject to change as
new information becomes available.
Change in Accounting Estimate
In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a
change in the estimated useful life of certain servers and network equipment from five to six years. This change in
accounting estimate is effective beginning fiscal year 2025. For additional information regarding the change in useful lives
refer to Note 1 Principles and Accounting Methods of our financial statements.
During the second quarter of 2025, Alphabet Inc. announced its decision not to proceed with the deprecation of third-party
cookies in its Chrome browser. As a result, the Company recorded accelerated amortization of $7.9million and a
nonrecurring impairment charge of $0.9million related to internally developed intangible assets developed in response to
the deprecation of third-party cookies.
Components of Results of Operations
The key elements of our results of operations include:
Revenue
For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and
sale of digital advertising inventory. Generally, our revenue is based on a percentage of working media spend that runs
through our platform. The working media spend running through the platform depends on various factors, such as but not
limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo
platform. In Retail Media, we also generate revenue by providing professional services to our customers. Retail Media
revenue is primarily recognized on a net basis, as we act as an agent in the transaction.
For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring
product-level recommendations to our customers, including brands and advertising agencies.
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Such products are generally sold based on a click or impression based pricing model. Revenues are recognized when an
ad is clicked on or displayed to the end user as that is when we transfer control of promised services directly to our clients
in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.
The amount we charge to the customers varies depending on the optimization strategy of the Criteo engine, the dynamics
and performance of the market, amongst other factors. Performance Media revenue can be recognized on a gross or net
basis as we act either as a principal or an agent in the transaction.
The determination of whether we act as a principal or an agent on a product or contract level is primarily based on the
following factors: (i) whether we control the advertising inventory before it is transferred to our clients, (ii) whether we have
inventory risks or purchase the inventory upfront and (iii) whether we have discretion in establishing prices.
Refer to Note 1 Principles and Accounting Methods of our financial statements for a description of our revenue recognition
policies.
Cost of Revenue
Our cost of revenue includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of
purchases of impressions from publishers on a cost-per-thousand-impressions ("CPM") basis, incurred to generate our
revenues, for the Performance Media segment. We purchase impressions directly from publishers or third-party
intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as
incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as
trade payables. For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " -
Highlights and Trends - Contribution ex-TAC" in Item 7.E -Trend Information below.
Other cost of revenue includes expenses related to depreciation of data center equipment, costs to lease data centers, cost
of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does not build or operate its
own data centers and none of its Research and Development employees are dedicated to revenue generating activities. As
a result, we do not include the costs of such personnel in other cost of revenue.
Operating Expenses
Operating expenses consist of research and development, sales and operations, and general and administrative expenses.
Salaries, bonuses, equity awards compensation, pension benefits and other personnel-related costs are the most
significant components of each of these expense categories.
Research and development expenses consist primarily of headcount-related expenses for our employees working in the
engine, platform, site reliability engineering, scalability, infrastructure, engineering program management, product, analytics
and other teams, including salaries, bonuses, share-based compensation and other personnel related costs. Also included
are non-personnel costs such as subcontracting, consulting and professional fees to third-party development resources,
allocated overhead, including internal IT and depreciation and amortization costs. These expenses are partially offset by
the French research tax credit that is conditional upon the level of our expenditures in research and development.
Sales and operations expenses consist primarily of headcount-related expenses for our employees working in our sales,
account strategy, sales operations, publisher business development, analytics, marketing, technical solutions, creative
services and other teams, including salaries, bonuses, share-based compensation, and other personnel-related costs.
Additional expenses in this category include travel and entertainment, marketing and promotional events, marketing
activities, provisions for doubtful accounts, subcontracting, consulting and professional fees paid to third parties, allocated
overhead, including internal IT costs.
General and administrative expenses consist primarily of headcount-related expenses, including salaries, bonuses, share-
based compensation, pension benefits and other personnel-related costs for our administrative, legal, information
technology, human resources, facilities and finance teams. Additional expenses included in this category include travel-
related expenses, subcontracting and professional fees, audit fees, tax services and legal fees, as well as insurance and
other corporate expenses, along with allocated overhead, including internal IT costs.
Financial and Other Income (Expense)
Financial and Other Income (Expense) primarily consists of:
Exchange differences arising on the settlement or translation into local currency of monetary balance sheet items
labeled in euros (the Company's functional currency). At December 31, 2025, our exposure to foreign currency risk was
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centralized at parent company level and hedged. These exchange differences in euro are then translated into U.S.
dollars (the Company's reporting currency) according to the average euro/U.S. dollar exchange rate.
Interest received on our cash and cash equivalents and interest incurred on outstanding borrowings under our debt loan
agreements and revolving credit facilities ("RCFs").
Other income (expense) mainly arising from gains and losses on investments.
Provision for Income Taxes
We are subject to income taxes in France, the U.S. and numerous other jurisdictions. We recognize tax liabilities based on
estimates of whether additional taxes will be due. These tax liabilities are recognized when we believe that certain positions
may not be fully sustained upon review by tax authorities, notwithstanding our belief that our tax return positions are
supportable.
Our effective tax rates differ from the statutory rate applicable to us primarily due to valuation allowance on deferred tax
assets, differences between domestic and foreign jurisdiction tax rates, Research Tax Credit offsets, which are non-taxable
items, potential tax audit provision settlements, share-based compensation expenses that are non-deductible in some
jurisdictions under certain circumstances, non-tax deductible provision from the loss contingency on regulatory matter, and
transfer pricing adjustments. We license access to our technology to our subsidiaries and charge a royalty fee to these
subsidiaries for such access. In France, we benefit from a reduced tax rate of 10% on a large portion of this technology
royalty income.
Recent Accounting Pronouncements
For a discussion of recent accounting pronouncements applicable to us, see Note 1 Principles and Accounting Methods to
our audited consolidated financial statements beginning on page F-1.
64
Results of Operations for the Years Ended December 31, 2025, 2024 and 2023
Revenue breakdown by segment
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands) | |
| Revenue as reported | $1,944,901 | $1,933,289 | $1,949,445 | 1% | (1)% | |
| Conversion impact U.S. dollar/other currencies | (21,134) | 24,509 | 8,927 | |
| Revenue at constant currency | $1,923,767 | $1,957,798 | $1,958,372 | % | % | |
| |
| Retail Media as reported | $263,872 | $258,303 | $209,007 | 2% | 24% | |
| Conversion impact U.S. dollar/other currencies | (705) | 572 | (1,143) | |
| Retail Media at constant currency | $263,167 | $258,875 | $207,864 | 2% | 24% | |
| |
| Performance Media revenue as reported | $1,681,029 | $1,674,986 | $1,740,438 | % | (4)% | |
| Conversion impact U.S. dollar/other currencies | (20,429) | 23,937 | 10,070 | |
| Performance Media revenue at constant currency | $1,660,600 | $1,698,923 | $1,750,508 | (1)% | (2)% | |
2025 Compared to 2024
Revenue in 2025 increased $11.6 million, or 1% (or flat on a constant currency basis) to $1,944.9 million compared to
2024. The year-over-year increase in revenue was driven by the increase in Retail Media revenue and flat Performance
Media revenue.
Retail Media revenue increased 2% (or 2% on a constant currency basis) to $263.9 million for 2025, driven by continued
strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and
retailers to the platform, partially offset by the temporary impact of previously communicated scope changes with two
specific Retail Media clients.
Performance Media revenue remained flat (or decreased (1)% on a constant currency basis) to $1,681.0 million for 2025,
driven by lower spend in our AdTech services and supply business and soft retail trends, in particular related to fashion,
partially offset by continued strength in travel and marketplaces.
In the year ended December 31, 2025, approximately 91% of revenue came from existing clients while 9% came from new
client additions.
Additionally, our $1,944.9 million of revenue for 2025 was positively impacted by $21.1 million of currency fluctuations,
primarily as a result of the euro growing stronger compared to the U.S. dollar.
2024 compared to 2023
Revenue in 2024 decreased $(16.2) million, or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to
2023. The year-over-year decrease in revenue was driven by lower Performance Media partially offset by the increase in
Retail Media revenue.
Retail Media revenue increased 24% (or 24% on a constant currency basis) to $258.3 million for 2024, driven by continued
strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and
retailers to the platform.
Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0 million for 2024, driven by
lower spend in our AdTech services and supply business, soft retail trends, partially offset by continued strength in travel
and marketplaces.
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Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,
particularly as a result of the depreciation of the euro compared to the U.S. dollar.
Revenue breakdown by region
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands) | |
| Revenue as reported | $1,944,901 | $1,933,289 | $1,949,445 | 1% | (1)% | |
| Conversion impact U.S. dollar/other currencies | (21,134) | 24,509 | 8,927 | |
| Revenue at constant currency | $1,923,767 | $1,957,798 | $1,958,372 | % | % | |
| |
| Americas | |
| Revenue as reported | $836,670 | $892,175 | $887,247 | (6)% | 1% | |
| Conversion impact U.S. dollar/other currencies | 2,716 | 3,816 | (2,638) | |
| Revenue at constant currency | $839,386 | $895,991 | $884,609 | (6)% | 1% | |
| |
| EMEA | |
| Revenue as reported | $728,052 | $676,455 | $672,610 | 8% | 1% | |
| Conversion impact U.S. dollar/other currencies | (25,476) | 1,283 | (28,430) | |
| Revenue at constant currency | $702,576 | $677,738 | $644,180 | 4% | 1% | |
| |
| Asia-Pacific | |
| Revenue as reported | $380,179 | $364,659 | $389,588 | 4% | (6)% | |
| Conversion impact U.S. dollar/other currencies | 1,626 | 19,410 | 39,995 | |
| Revenue at constant currency | $381,805 | $384,069 | $429,583 | 5% | (1)% | |
2025 Compared to 2024
Our revenue in the Americas region decreased $(55.5)million or (6)% (or (6)% on a constant currency basis) to
$836.7million for 2025 compared to 2024. This reflects lower Performance Media revenue primarily due to soft retail trends
and lower spend in our supply and AdTech services, partially offset by growth in Retail Media.
Our revenue in the EMEA region increased $51.6million, or 8% (or 4% on a constant currency basis) to $728.1million for
2025 compared to 2024. This increase was driven by an increase in Performance Media primarily due to strength in travel,
slightly offset by a decrease in Retail Media.
Our revenue in the Asia-Pacific region increased $15.5million, or 4% (or 5% on a constant currency basis) to
$380.2million for 2025 compared to 2024. The increase was driven by growth in Retail Media and in Performance Media.
The Performance Media increase was driven by strong travel and marketplace trends, partially offset by soft retail trends in
the region.
2024 Compared to 2023
Our revenue in the Americas region increased $4.9million or 1% (or 1% on a constant currency basis) to $892.2million for
2024 compared to 2023. This reflects continued strong performance of Retail Media as the platform continues to scale with
large retailers and consumer brands, and strength in travel and marketplaces in Performance Media, partially offset by soft
retail trends and lower spend in our AdTech services and supply business.
Our revenue in the EMEA region increased $3.8 million, or 1% (or 1% on a constant currency basis) to $676.5million for
2024 compared to 2023. This increase was driven by continued traction in Retail Media and continued strength in travel
and marketplaces, partially offset by soft retail trends.
66
Our revenue in the Asia-Pacific region decreased $(24.9) million, or (6)% (or (1)% on a constant currency basis) to
$364.7million for 2024 compared to 2023. The decrease was driven by soft marketplace trends, partially offset by solid
retail and travel trends in the region.
Cost of Revenue
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percentages) | |
| Traffic acquisition costs | $770,284 | $811,806 | $926,839 | (5)% | (12)% | |
| Other cost of revenue | 125,237 | 138,512 | 159,562 | (10)% | (13)% | |
| Total cost of revenue | $895,521 | $950,318 | $1,086,401 | (6)% | (13)% | |
| % of revenue | 46% | 49% | 56% | |
| % of Gross profit | 54% | 51% | 44% | |
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percentages) | |
| Retail Media | $4,188 | $4,457 | $5,547 | (6)% | (20)% | |
| Performance Media | 766,096 | 807,349 | 921,292 | (5)% | (12)% | |
| Traffic Acquisition Costs | $770,284 | $811,806 | $926,839 | (5)% | (12)% | |
2025 Compared to 2024
Total cost of revenue for 2025 decreased $(54.8) million, or (6)%, compared to 2024. This decrease was primarily the result
of a $(41.5) million, or (5)% decrease in traffic acquisition costs (or (6)% on a constant currency basis), and $(13.3) million,
or (10)% decrease in other cost of revenue.
The decrease in Performance Media's traffic acquisition costs of (5)% (or (6)% on a constant currency basis) related
primarily to the 5% decrease in the average CPM for inventory purchased, including lower CPMs for signal-limited
environments where Criteo continues to perform, while the number of impressions we purchased was flat compared to last
year. Traffic acquisition costs in Retail Media decreased by (6)%.
The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(9.3) million, hosting
costs of $(3.2) million and other cost of sales of $(0.8) million.
2024 Compared to 2023
Cost of revenue for 2024 decreased $(136.1) million, or (13)%, compared to 2023. This decrease was primarily the result
of a $(115.0) million, or (12)% decrease in traffic acquisition costs (or (11)% on a constant currency basis), and $(21.1)
million, or (13)% decrease in other cost of revenue.
The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% on a constant currency basis) related
primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-limited
environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we
purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct
connections, to support client demand for advertising campaigns. Traffic acquisition costs in Retail Media decreased by
(20)%.
The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(11.2) million, other
cost of sales of $(7.5) million and hosting costs of $(2.4) million.
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Contribution excluding Traffic Acquisition Costs
We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as 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. Our use of Contribution ex-TAC has limitations
as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as
reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which
have similar business arrangements, may address the impact of TAC differently; (b) other companies may report
Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a
comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our
other U.S. GAAP financial measures.
The below table provides a reconciliation of Contribution ex-TAC to gross profit:
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percentages) | |
| Gross Profit | $1,049,380 | $982,971 | $863,044 | 7% | 14% | |
| Other Cost of Revenue | 125,237 | 138,512 | 159,562 | (10)% | (13)% | |
| Contribution ex-TAC | $1,174,617 | $1,121,483 | $1,022,606 | 5% | 10% | |
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The following table sets forth our revenue and Contribution ex-TAC by segment:
| |
| Year Ended December 31, | % change | |
| Segment | 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands) | |
| Revenue | Retail Media | $263,872 | $258,303 | $209,007 | 2% | 24% | |
| Performance Media | 1,681,029 | 1,674,986 | 1,740,438 | % | (4)% | |
| Total | $1,944,901 | $1,933,289 | $1,949,445 | 1% | (1)% | |
| |
| Contribution ex-TAC | Retail Media | $259,684 | $253,846 | $203,460 | 2% | 25% | |
| Performance Media | 914,933 | 867,637 | 819,146 | 5% | 6% | |
| Total | $1,174,617 | $1,121,483 | $1,022,606 | 5% | 10% | |
Gross Profit increased $66.4 million, or 7% for the twelve months ended December 31, 2025 compared to the twelve
months ended December 31, 2024, and Contribution ex-TAC increased $53.1 million, or 5% for the twelve months ended
December 31, 2025 compared to the twelve months ended December 31, 2024. The increase in Gross Profit and
Contribution ex-TAC was driven by growth in Retail Media and lower traffic acquisition costs in Performance Media, related
primarily to the decrease of the average CPM for inventory purchased.
Gross Profit increased $119.9 million, or 14% for the twelve months ended December 31, 2024 compared to the twelve
months ended December 31, 2023, and Contribution ex-TAC increased $98.9 million, or 10% for the twelve months ended
December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Gross Profit and
Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S. market, and lower traffic
acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.
Constant Currency Reconciliation
Information in this Form 10-K with respect to results presented on a constant currency basis was calculated by applying
prior period average exchange rates to current period results. Management reviews and analyzes business results
excluding the effect of foreign currency translation because they believe this better represents our underlying business
trends. Below is a table which reconciles the actual results presented in this section with the results presented on a
constant currency basis:
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands) | |
| Revenue as reported | $1,944,901 | $1,933,289 | $1,949,445 | 1% | (1)% | |
| Conversion impact U.S. dollar/other currencies | (21,134) | 24,509 | 8,927 | |
| Revenue at constant currency | $1,923,767 | $1,957,798 | $1,958,372 | % | % | |
| |
| Traffic acquisition costs as reported | $770,284 | $811,806 | $926,839 | (5)% | (12)% | |
| Conversion impact U.S. dollar/other currencies | (7,198) | 9,529 | 5,815 | |
| Traffic acquisition cost at constant currency | $763,086 | $821,335 | $932,654 | (6)% | (11)% | |
| |
| Contribution ex-TAC as reported | $1,174,617 | $1,121,483 | $1,022,606 | 5% | 10% | |
| Conversion impact U.S. dollar/other currencies | (13,936) | 14,980 | 3,112 | |
| Contribution ex-TAC at constant currency | $1,160,681 | $1,136,463 | $1,025,718 | 3% | 11% | |
| |
| Other cost of revenue as reported | $125,237 | $138,512 | $159,562 | (10)% | (13)% | |
| |
| Gross profit as reported | $1,049,380 | $982,971 | $863,044 | 7% | 14% | |
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Research and Development Expenses
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent of revenue) | |
| Research and development expenses | $283,303 | $279,341 | $242,289 | 1% | 15% | |
| % of revenue | 15% | 14% | 12% | |
2025 Compared to 2024Research and development expenses for 2025 increased $4.0 million, or 1%, compared to 2024. This increase mainly related to an increase in amortization of intangibles and headcount-related expenses, partially offset by a decrease in share-based compensation.2024 Compared to 2023Research and development expenses for 2024 increased $37.1 million, or 15%, compared to 2023. This increase mainly related to an increase in amortization of intangibles and headcount-related expenses.Sales and Operations Expenses
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| |
| (in thousands, except percent of revenue) | |
| Sales and operations expenses | $394,370 | $376,090 | $406,012 | 5% | (7)% | |
| % of revenue | 20% | 19% | 21% | |
2025 Compared to 2024 Sales and operations expenses for 2025 increased $18.3 million, or 5%, compared to 2024. This increase was mainly driven by an increase in headcount-related expenses due to a one-time planned company-wide event, third-party services costs, and marketing costs.2024 Compared to 2023Sales and operations expenses for 2024 decreased $(29.9) million, or (7)%, compared to 2023. This decrease was mainly driven by a decrease in headcount-related expenses, bad debt expense and rent and facilities cost partially offset by marketing costs.General and Administrative Expenses
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent of revenue) | |
| General and administrative expenses | $168,942 | $176,138 | $137,525 | (4)% | 28% | |
| % of revenue | 9% | 9% | 7% | |
2025 Compared to 2024 General and administrative expenses for 2025 decreased $(7.2) million, or (4)%, compared to 2024. This decrease was mainly related to lower share-based compensation expense, nonrecurring change in the fair value of the earn-out related to the Iponweb acquisition in 2024, partially offset by higher provision for risk and charges.702024 Compared to 2023 General and administrative expenses for 2024 increased $38.6 million, or 28%, compared to 2023. This increase was mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 19 Commitments and contingencies, as well as third party services costs partially offset by a decrease of headcount-related expenses.Financial and Other Income (Expense)
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent of revenue) | |
| Financial and Other Income (Expense) | $809 | $3,095 | $(2,490) | (74)% | (224)% | |
| % of revenue | % | 0.2% | (0.1)% | |
2025 Compared to 2024 Financial and Other Income for 2025 decreased by $(2.3) million, or (74)% compared to 2024. The $0.8 million financial and other income for the period ended December 31, 2025 was mainly driven by interests income offset by the recognition of a negative impact of foreign exchange, including end of year noncash marked to market, and financial expenses related to our 407million available Revolving Credit Facility (RCF). 2024 Compared to 2023 Financial and Other Income for 2024 increased by $5.6 million, or 224% compared to 2023. The $3.1 million financial and other income for the period ended December 31, 2024 was mainly driven by interest income offset by the recognition of a negative impact of foreign exchange, including end of year noncash marked to market, the accretion of earn-out liability related to the Iponweb acquisition and financial expense relating to our 407million available Revolving Credit Facility (RCF). 71Provision for Income Taxes
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent information) | |
| Provision for income taxes | $54,195 | $39,784 | $20,084 | 36% | 98% | |
| % of revenue | 3% | 2% | 1% | |
| Effective tax rate | 26.6% | 25.8% | 26.9% | |
2025 Compared to 2024The provision for income tax expense for 2025 increased by $14.4million, or 36%, compared to 2024, mainly due to the higher income before tax in 2025.The annual effective tax rate for 2025 was 26.6%, compared to an annual effective tax rate of 25.8% for 2024. The effective tax rate in 2025 was primarily impacted by changes in unrecognized tax benefits and higher state taxes in the U.S., partially offset by valuation allowance releases, and income taxed at reduced rates in France.In 2025, our income before taxes increased by $49.1million to $203.6million, compared to 2024, generating a $52.6million theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense is impacted mainly by the following items contributing to a $54.2million effective tax expense and a 26.6% effective tax rate: $10.4million related to a change in unrecognized tax benefits, $8.9million of state taxes, $4.8million of other taxes presented as income taxes, and $3.5million of non-deductible salaries for officers in the U.S. These items were partially offset by $(10.5)million related to valuation allowance releases, $(9.3)million of income eligible for a reduced taxation rate, $(6.0)million attributable to the effect of different tax rates in foreign jurisdictions, and $(1.7)million of French research tax credits (Crdit dImpt Recherche). Please see Note 17 Income Taxes to our audited consolidated financial statements for more detailed information on the provision for income taxes.During the year ended December 31, 2025, the adoption of Pillar Two resulted in an impact of $0.7million recognized in Provision for income taxes within the Consolidated Statement of Operations. During the year ended December 31, 2025, the Company released a valuation allowance of approximately $9.7 million related to deferred tax assets in the United Kingdom, primarily as a result of sustained profitability.2024 Compared to 2023 The provision for income taxes for 2024 increased by $19.7million, or 98%, compared to 2023, due to the increase in profit before income taxes.The annual effective tax rate for 2024 was 25.8%, compared to an annual effective tax rate of 26.9% for 2023. The annual effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to technology royalty income we received from our subsidiaries, non deductible payroll expenses, differences in tax rates in foreign jurisdictions, tax loss carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary differences, recognition of previously unrecognized tax losses and equity awards compensation expense. In 2024, our income before taxes increased by $79.8million to $154.5million, compared to 2023, generating a $39.9million theoretical income tax expense at a nominal standard French tax rate of 25.8%. This theoretical tax expense is impacted mainly by the following items contributing to a $39.8million effective tax expense and a 25.8% effective tax rate: $5.7million of net effect of share-based compensation, $7.7million of permanent differences mainly employee costs, offset by $5.8million tax deduction resulting from technology royalty income we received from our subsidiaries, and the recognition or reversal of valuation allowance on deferred tax assets of $5.8million. Please see Note 17 Income Taxes to our audited consolidated financial statements for more detailed information on the provision for income taxes.In 2024, the adoption of Pillar Two resulted in an impact of $3.0million recognized in Provision for income taxes within the Consolidated Statement of Operations. Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. 72Adjusted EBITDAWe define Adjusted EBITDA as 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 is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure 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-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA 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. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent information) | |
| Net Income | $149,379 | $114,713 | $54,644 | 30% | 110% | |
| Adjustments: | |
| Financial (Income) expense | (460) | (3,095) | 2,805 | 85% | (210)% | |
| Provision for income taxes | 54,195 | 39,784 | 20,084 | 36% | 98% | |
| Equity awards compensation expense | 59,573 | 105,742 | 99,222 | (44)% | 7% | |
| Pension service costs | 786 | 495 | 401 | 59% | 23% | |
| Depreciation and amortization expense (2) | 122,320 | 101,193 | 99,653 | 21% | 2% | |
| Acquisition-related costs | | 1,439 | 1,894 | (100)% | (24)% | |
| Net loss contingency on regulatory matters | | | (21,632) | NM | 100% | |
| Restructuring, integration and transformation costs | 18,531 | 29,847 | 44,727 | (38)% | (33)% | |
| Other noncash or nonrecurring events (2) (3) | 2,372 | | | NM | NM | |
| Total net adjustments | 257,317 | 275,405 | 247,154 | (7)% | 11% | |
| Adjusted EBITDA (1) | $406,696 | $390,118 | $301,798 | 4% | 29% | |
(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 December 31, 2025.
73
The following table presents our Adjusted EBITDA on a comparative basis:
| |
| Year Ended December 31, | % change | |
| 2025 | 2024 | 2023 | 2025 vs 2024 | 2024 vs 2023 | |
| (in thousands, except percent information) | |
| Net Income | $149,379 | $114,713 | $54,644 | 30% | 110% | |
| Adjusted EBITDA | $406,696 | $390,118 | $301,798 | 4% | 29% | |
Net income increased $34.7 million, or 30% for the twelve months ended December 31, 2025 compared to the twelve
months ended December 31, 2024, and Adjusted EBITDA increased $16.6 million, or 4% for the twelve months ended
December 31, 2025 compared to the twelve months ended December 31, 2024. The increase in Net Income and Adjusted
EBITDA was primarily due to higher gross profit.
Net income increased $60.1 million, or 110% for the twelve months ended December 31, 2024 compared to the twelve
months ended December 31, 2023, and Adjusted EBITDA increased $88.3 million, or 29% for the twelve months ended
December 31, 2024 compared to the twelve months ended December 31, 2023. The increase in Net Income and Adjusted
EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions.
Unaudited Quarterly Results of Operations
The following tables set forth our unaudited consolidated statement of income data for the last eight quarters. We derived
this information from our unaudited interim consolidated financial information, which, in the opinion of management,
includes all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the
information for the quarters presented. The quarterly results of operations have been prepared by, and are the
responsibility of, our management and have not been audited or reviewed by our independent registered public accounting
firm. You should read this information together with our audited consolidated financial statements and related notes
beginning on page F-1.
| |
| Three Months Ended | |
| December 31, 2025 | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | March 31, 2024 | |
| (in thousands) | |
| Consolidated Statements of Income Data: | |
| Revenue | $541,136 | $469,660 | $482,671 | $451,434 | $553,035 | $458,892 | $471,307 | $450,055 | |
| Cost of revenue | |
| Traffic acquisition costs | 211,094 | 181,526 | 190,602 | 187,062 | 218,636 | 192,789 | 204,214 | 196,167 | |
| Other cost of revenue | 32,639 | 31,651 | 33,551 | 27,396 | 33,428 | 34,171 | 34,248 | 36,665 | |
| Gross profit | 297,403 | 256,483 | 258,518 | 236,976 | 300,971 | 231,932 | 232,845 | 217,223 | |
| Operating expenses | |
| Research and development expenses | 75,266 | 67,678 | 79,610 | 60,749 | 67,559 | 85,285 | 59,639 | 66,858 | |
| Sales and operations expenses | 110,271 | 86,995 | 108,215 | 88,889 | 97,356 | 90,823 | 95,069 | 92,842 | |
| General and administrative expenses | 39,352 | 50,181 | 40,238 | 39,171 | 41,548 | 46,222 | 41,199 | 47,169 | |
| Total operating expenses | 224,889 | 204,854 | 228,063 | 188,809 | 206,463 | 222,330 | 195,907 | 206,869 | |
| Income from operations | 72,514 | 51,629 | 30,455 | 48,167 | 94,508 | 9,602 | 36,938 | 10,354 | |
| Financial and Other income (expense) | 329 | (21) | (1,801) | 2,302 | 2,206 | (8) | (284) | 1,181 | |
| Income before taxes | 72,843 | 51,608 | 28,654 | 50,469 | 96,714 | 9,594 | 36,654 | 11,535 | |
| Provision for income taxes | 26,472 | 11,531 | 5,734 | 10,458 | 24,770 | 3,450 | 8,595 | 2,969 | |
| Net income | $46,371 | $40,077 | $22,920 | $40,011 | $71,944 | $6,144 | $28,059 | $8,566 | |
| Net income attributable to shareholders of Criteo S.A. | 47,642 | 37,782 | 21,250 | 37,928 | 71,095 | 6,245 | 26,987 | 7,244 | |
74
B.Liquidity and Capital Resources
Market Risk
We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our
exposure to market risk during the year ended December 31, 2025.
The functional currency of the Company is the euro, while our reporting currency is the U.S. dollar. Because we incur some
of our expenses and derive revenues in currencies other than the euro, we are exposed to foreign currency exchange risk
as our results of operations and cash flows are subject to fluctuations in foreign currency exchange rates. Foreign
exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional
currency different than the euro. The statements of financial position of consolidated entities having a functional currency
different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at the
statement of financial position date) and the statement of income, statement of comprehensive income and statement of
cash flow of such consolidated entities are translated at the average period to date exchange rate. The resulting translation
adjustments are included in equity under the caption Accumulated Other Comprehensive Income in the Consolidated
Statement of Changes in Equity.
At December 31, 2025, our exposure to foreign currency risk was centralized at Criteo S.A. and hedged using foreign
currency swaps or forward purchases or sales of foreign currencies.
Foreign Currency Risk
A hypothetical 10% increase or decrease of the Pound Sterling, the Brazilian real, the Japanese yen or the euro against the
U.S. dollar would have impacted the Consolidated Statements of Income as follows:
| |
| Year Ended December31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| GBP/USD | +10% | -10% | +10% | -10% | +10% | -10% | |
| Net income (loss) impact | $1,273 | $(1,273) | $245 | $(245) | $(86) | $86 | |
| |
| Year Ended December31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| BRL/USD | +10% | -10% | +10% | -10% | +10% | -10% | |
| Net income (loss) impact | $11 | $(11) | $275 | $(275) | $220 | $(220) | |
| |
| Year Ended December31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| JPY/USD | +10% | -10% | +10% | -10% | +10% | -10% | |
| Net income (loss) impact | $6,182 | $(6,182) | $4,065 | $(4,065) | $408 | $(408) | |
| |
| Year Ended December31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| EUR/USD | +10% | -10% | +10% | -10% | +10% | -10% | |
| Net income (loss) impact | $1,405 | $(1,405) | $4,003 | $(4,003) | $156 | $(156) | |
75
Counterparty Risk
As of December 31, 2025, we show a positive net cash position. We utilize cash pooling arrangements, reinforcing cash
management centralization. Investment and financing decisions are governed by our Investment and Risk Management
Policy and carried out by our internal central treasury function, ensuring investments are entered into with high credit
ratings, balanced counterparties.
Liquidity Risk
Sources of Liquidity
Our principal sources of liquidity are our cash and cash equivalents and cash generated from operations. We have never
declared or paid any cash dividends on our ordinary shares. We do not anticipate paying cash dividends on our equity
securities in the foreseeable future.
We are party to several revolving credit facilities with several third-party financial institutions. Our revolving credit facilities
as of December 31, 2025 are presented in the table below:
| |
| Nominal/ Authorized amounts | Amount drawn as of December 31, 2025 | Amount Outstanding as of December 31, 2025 | |
| Nature | (in thousands) | Interest rate | Settlement date | |
| |
| Bank Syndicate Revolving Credit Facility - September 2022 | 407,000 | | 407,000 | Floating rate: EURIBOR / SOFR + margin depending on leverage ratio | September 2027 | |
| Other short-term lines of credit | 21,500 | | 21,500 | EURIBOR | |
For additional information regarding our resolving credit facilities, please refer to Note 10 Financial Liabilities.The Bank Syndicate Revolving Line of Credit is an unsecured sustainability-linked facility and contains customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness. The credit facility also has nonfinancial covenants linked to our sustainability goals, including representation of women in tech roles and reduction of our GHG emissions. As of year-end December 31, 2025, we were in compliance with the required covenants. We are also party to short-term credit lines in the form of overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas. We are authorized to draw up to a maximum of 21.5million ($25.3million) in the aggregate under those short-term credit lines and overdraft facilities. As of December 31, 2025, we had not drawn on either of these facilities. Our banks have the ability to terminate such facilities on short notice. Our cash and cash equivalents and restricted cash at December 31, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $342.4 million as of December 31, 2025. The $51.4 million increase in cash and cash equivalents and restricted cash compared with December 31, 2024 primarily resulted from an increase of $311.2 million in cash from operating activities, offset by a $(101.1) million decrease in cash used in investing activities and a decrease of $(151.5) million in cash used in financing activities. In addition, the cash flows were also negatively impacted by $(7.2) million due to foreign exchange rate impacts on our consolidated cash position in USD over the period. We do not enter into investments for trading or speculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts and term deposit accounts.76Furthermore, Criteo had financial liquidity of approximately $890.9 million, including its cash position, short term investments, its Revolving Credit Facility and treasury shares available for acquisitions as of December 31, 2025. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2026, enables financial flexibility and the meeting of all material contractual obligations.Share Buy-back ProgramsIn 2023, we completed a $125.5million share repurchase program. In 2024, we completed an additional $224.6 million share repurchase, and in 2025, we completed an additional $152.1 million share repurchase.All above programs have been implemented under our multi-year authorization granted by our Board of Directors. In January 2025, this authorization was extended to a total amount of up to $805.0 million. On February 6, 2026, the Board authorized an additional $154.0 million, increasing the total authorized amount to up to $959.0 million. As of February 6, 2026, following this approval, the remaining authorization under the program was up to $200 million. Other than these repurchase programs, we intend to retain available funds and future earnings to support our growth strategy.Operating and Capital Expenditure RequirementsIn 2025, 2024 and 2023, our net capital expenditures were $100.7 million, $76.6 million and $114.3 million, respectively, primarily related to the acquisition of data center, server equipment and capitalized software development costs. We expect our capital expenditures to remain at, or slightly above, 9% of revenue for 2026, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence Platform. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements. We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financings to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also need to raise additional funds in the event we determine in the future to effect one or more acquisitions of businesses, technologies, assets or products. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders. 77Historical Cash Flows The following table sets forth our cash flows for 2025, 2024 and 2023 :
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| |
| Cash flows provided by operating activities | $311,237 | $258,161 | $224,246 | |
| Cash used in investing activities | (101,133) | (97,901) | (108,712) | |
| Cash used in financing activities | $(151,476) | $(270,499) | $(147,254) | |
Operating Activities
Cash flows provided by operating activities has typically been generated from net income and by changes in our operating
assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,
adjusted for certain noncash and nonoperating expense items such as depreciation, amortization, equity awards
compensation, deferred tax assets and income taxes.
In 2025, net cash flows provided by operating activities were $311.2 million and consisted of net income of $149.4 million,
$175.2 million in adjustments for noncash and nonoperating items, such as $129.4 million of depreciation and amortization
expense and $57.8 million of equity awards compensation expense, and $(13.3) million of cash flows from working capital
and other assets and liabilities. The $53.1 million increase of cash flow from operating activities during 2025 compared to
2024, was mainly due to higher net income and improved working capital, partially offset by noncash and nonoperating
items, primarily related to share-based compensation, and changes in income taxes.
Investing Activities
In 2025, net cash used in investing activities were $101.1 million and consisted of $100.7 million of capitalized software
development costs and acquisition of data center and server equipment, and $0.4 million of net change in investment
securities (see Note 4 Financial instruments). The $3.2 million increase in cash used in investing activities during 2025
compared to 2024, was mostly due to higher software development costs partially offset by net change in investment
securities.
Financing Activities
In 2025, net cash used in financing activities was $151.5 million mainly resulting from the $152.1 million impact from our
share repurchase program. The $119.0 million decrease in cash used in financing activities during 2025 compared to 2024,
was mostly due to a decrease in the amount of shares repurchased and nonrecurring 2024 final payment of the earn-out
liability resulting from the Iponweb Acquisition.
C.Off-balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes
referred to as structured finance or special purpose entities that were established for the purpose of facilitating off-balance
sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities
involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing,
liquidity, market or credit risk that could arise if we had engaged in these relationships.
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D.Tabular Disclosure of Contractual Obligations
Our principal commitments consist of non-cancelable operating leases for our various office facilities and data centers, and
other contractual commitments consisting of obligations to our hosting services providers, and providers of software as a
service.
The following table discloses aggregate information about material contractual obligations and periods in which payments
were due as of December 31, 2025. Future events could cause actual payments to differ from these estimates.
| |
| Less than 1 year | 1 to 5 years | More than 5 years | Total | |
| (in thousands of U.S. Dollars) | |
| Operating Leases | $38,704 | $102,889 | $9,795 | $151,388 | |
| Other purchase obligations | 52,007 | 16,343 | | 68,350 | |
| Total | $90,711 | $119,232 | $9,795 | $219,738 | |
Material Cash Requirements
We currently anticipate that our available funds and cash flow from operations and financing activities will be sufficient to
meet our operational cash needs and fund our share repurchase program for at least the next 12 months and thereafter for
the foreseeable future. We continuously evaluate our liquidity and capital resources, including our access to external
capital, to ensure we can finance our future capital requirements.
Leases and Contractual Commitments
Our operating lease obligations mostly include offices and data centers. Our finance lease obligations mostly include
certain network infrastructure. Our restructuring efforts to sublease, early terminate or abandon several office buildings
under operating leases did not materially change our operating lease obligations.
Contingent Consideration
As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $100.0million,
which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal
years. The earn out liability was fully settled during the year 2024. See Note 12 Other Current Liabilities.
Contingencies
We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations. We record a
liability when we believe that it is both probable that a liability has been incurred, and that the amount can be reasonably
estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be
estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent
material. Significant judgment is required to determine both probability and the estimated amount of loss. Such matters are
inherently unpredictable and subject to significant uncertainties, some of which are beyond our control. Should any of these
estimates and assumptions change or prove to be incorrect, it could have a material impact on our results of operations,
financial position, and cash flows.
See Note 11 Leases, Note 12 Other Current and Noncurrent Liabilities, Note 17 Income Taxes and Note 19 Commitments
and contingencies in the notes to the consolidated financial statements included in Part II, Item 8, and "Legal Proceedings"
contained in Part I, Item 3 of this Form 10-K for additional information regarding leases and contractual commitments, long-
term debt, taxes, and contingencies.
79
E.Trend Information
Key Metrics
We review three key metrics to help us monitor the performance of our business and to identify trends affecting our
business. These key metrics include number of clients, Contribution ex-TAC, and Adjusted EBITDA. We believe these
metrics are useful to understanding the underlying trends in our business. The following table summarizes our key metrics
for 2025, 2024 and 2023.
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands, except number of clients) | |
| |
| Number of clients | 16,786 | 17,269 | 18,197 | |
| Contribution ex-TAC | $1,174,617 | $1,121,483 | $1,022,606 | |
| Adjusted EBITDA | $406,696 | $390,118 | $301,798 | |
Number of Clients
We define a client to be a unique party with a signed contract and for whom we have delivered an advertisement or
monetized inventory during the previous 12 months. We count distinct brands or divisions within the same business as
separate clients if they have insertion orders with us. For certain Retail Media solutions, we count the parent company as a
single client, even if multiple brands under that company have signed separate contracts. When working with advertising
agencies, we generally attribute the client count to the advertiser rather than the agency. If a client's advertising spend is
managed by multiple agencies, they are counted as a single client.
We believe that our ability to grow the number of clients is an important indicator of our revenue growth over time. Our
client count may fluctuate quarterly due to the seasonal advertising trends and the timing of new client contributions.
Therefore, changes in client count does not necessarily correspond to changes in revenue for a given period.
80
Contribution ex-TAC
We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as 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 cost of revenue. Contribution ex-TAC is not a measure calculated in accordance with GAAP. Contribution ex-TAC
because it is a key measure used by our management and Board 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. Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution
ex-TAC to gross profit, the most comparable GAAP measure in the Non-GAAP Financial Measures section of this filing.
Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business
activities and sales performance. In particular, we believe this can provide a useful measure 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.
Contribution ex-TAC is not a measure calculated in accordance with GAAP. Please see above for a discussion of the
limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable GAAP
measure, for 2025 and 2024.
Adjusted EBITDA
Adjusted EBITDA represents 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 is not a measure calculated in
accordance with GAAP. Adjusted EBITDA is a key measure used by our management and Board to understand and
evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term
and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense,
pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss
contingency related to a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-
period comparisons of our business,
Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and
evaluating our results of operations in the same manner as our management and Board. Adjusted EBITDA is not a
measure calculated in accordance with GAAP. Please see above for a discussion of the limitations of Adjusted EBITDA and
a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure in the Non-GAAP Financial
Measures section of this filing.
Highlights and Trends
Number of Clients
We had approximately 16,800 clients as of December 31, 2025, down slightly compared to our client base as of December
31, 2024.
Our client base reflects our global footprint and continued engagement with large clients, particularly in ecommerce across
Retail, Travel, Marketplaces and other verticals. We plan to drive expansion of our client base across regions, segments
and verticals, as a result of our new self-service offering, including Criteo GO.
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Client Retention
We believe our ability to retain and grow revenue from our existing clients is a useful indicator of the stability of our revenue
base and the long-term value of our client relationships. Our Platform, is powered by Commerce Intelligence technology
and aims to cover the entire marketing funnel (Discovery, Consideration, Conversion). Our technology is optimized to drive
impactful business outcomes from marketing and monetization for retailers and brands. We measure our client satisfaction
through our ability to retain them and the revenue they generate quarter after quarter.
We define client retention rate as the percentage of live clients during the previous quarter that continued to be live clients
during the current quarter. This metric is calculated on a quarterly basis, and for annual periods, we use an average of the
quarterly metrics. We define a live client as a client whose advertising campaign has or had been generating revenue for
us on any day over the relevant measurement period. In each of 2025, 2024 and 2023, our client retention rate was
approximately 90%.
Seasonality
Our client base consists primarily of businesses in the digital Retail, Travel and Marketplaces industries, which we define
as commerce clients. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote
the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday
spending by consumers. With respect to Retail Media, the concentration of advertising spend in the fourth quarter of the
calendar year is particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and
second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first
and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be
seasonal in nature. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate
materially from period to period.
Contribution ex-TAC
Our Contribution ex-TAC for 2025 was $1,174.6million, a 3% increase over 2024, at constant currency. This performance
was mainly driven by growth in Performance Media. We are focused on maximizing our Contribution ex-TAC on an
absolute basis. We believe this focus builds sustainable long-term value for our business by fortifying a number of our
competitive strengths, including access to digital advertising inventory, breadth and depth of data and continuous
improvement of the Criteo AI Engines performance, allowing us to deliver more relevant advertisements at scale.
Adjusted EBITDA
Our Adjusted EBITDA for 2025 was $406.7million, a 4% increase over 2024. Our increase in Adjusted EBITDA for 2025
compared to 2024 was primarily the result of the 5% increase in Contribution ex-TAC over the period, partly offset by a 7%
increase in our Non-GAAP operating expenses. This drove a 35% adjusted EBITDA margin in 2025. Going forward, we
intend to continue to optimize our operating model while continuing investments in AI innovation and scaling Retail Media
capabilities.
F.Safe Harbor
This Form 10-K contains forward-looking statements within the meaning of Section27A of the Securities Act and
Section21E of the Exchange Act and as defined in the Private Securities Litigation Reform Act of 1995. See "Special Note
Regarding Forward-Looking Statements."
Item7A.Quantitative and Qualitative Disclosures About Market Risk
We are mainly exposed to changes of foreign currency exchange rate fluctuations.
For a description of our foreign exchange risk and a sensitivity analysis of the impact of foreign currency exchange rates on
our net income, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations B. Liquidity and Capital Resources" in this Form 10-K.
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Item8.Financial Statements and Supplementary Data
The information required by Item8 is set forth on pagesF-1 through F-42 of this Form 10-K.
Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
There have been no changes in our independent registered public accounting firm, Deloitte & Associs, or disagreements
with our accountants on matters of accounting and financial disclosure.
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Item9A.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Criteo carried out an evaluation as of December 31, 2025, under the supervision and with the participation of our
management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure
controls and procedures are controls and other procedures designed to reasonably assure that information required to be
disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and
communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely
decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31,
2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide
reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act
is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to our management, including our chief executive officer and chief
financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Managements Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Rule 13a-15(f) under the Exchange Act. Our management assessed, with the oversight of our
Board, the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this
assessment, our management used the criteria established in the Internal ControlIntegrated Framework (2013)issued
by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our
management has concluded that the Company's internal control over financial reporting was effective as of December 31,
2025. The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been
audited by Deloitte& Associs, our independent registered public accounting firm, as stated in its attestation report, which
appears on page F-2 of this Form 10-K.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025, that have materially
affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure
controls and procedures or our internal controls will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system
are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits
of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within Criteo have been detected.
These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can
occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management override of the controls.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and
there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of
compliance with policies and procedures. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
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Item9B.Other Information
During the three months ended December 31, 2025, no directors or Section 16 officers of the Company adopted or
terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in
Item 408 of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Not applicable.
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PART III
Item10.Directors, Executive Officers and Corporate Governance
The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be
included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the
SEC, and is incorporated herein by reference.
We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our
employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.
The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of
our Board is responsible for overseeing the Code of Conduct and our Board is required to approve any waivers of the
Code of Conduct for employees, executive officers and directors. We expect that any amendments to the Code of
Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be
disclosed on our website.
Item11.Executive Compensation
The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual
Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.
Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual
Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.
Item13.Certain Relationships and Related Transactions, and Director Independence
The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual
Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.
Item14.Principal Accounting Fees and Services
The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual
Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.
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PART IV
Item15.Exhibits and Financial Statement Schedules
(a) Financial Statements
The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as
part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in
the financial statements or notes thereto.
(b) Exhibits
| |
| Incorporated by Reference | |
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date | |
| 2.1 | Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the IW General Management Trust and Mr. Boris Mouzykantskii | 10-Q | 001-36153 | 2.1 | August 5, 2022 | |
| 3.1 | Updated By-laws (as of December 8, 2025) (English translation) | 8-K | 001-36153 | 3.1 | December 8, 2025 | |
| 4.1 | Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder | 8-K | 001-36153 | 4.1 | December 29, 2021 | |
| 4.2# | Agreement to Furnish Debt Instruments | |
| 4.3 | Description of Registrant's Securities | 10-K | 001-36153 | 4.3 | March 2, 2020 | |
| 10.1 | 2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) | S-8 | 333-197373 | 99.1 | July 11, 2014 | |
| 10.2 | Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation) | S-8 | 333-288925 | 99.1 | July 24, 2025 | |
| 10.3 | Summary of BSA Terms and Conditions | 10-K | 001-36153 | 10.7 | February 29, 2016 | |
| 10.4 | Form of BSA Grant Document (English translation) | 10-K | 001-36153 | 10.9 | March 1, 2017 | |
| 10.5 | Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) | S-8 | 333-288925 | 99.2 | July 24, 2025 | |
| 10.6 | Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) | S-8 | 333-288925 | 99.3 | July 24, 2025 | |
| 10.7 | Criteo Executive Bonus Plan | 10-K | 001-36153 | 10.15 | February 29, 2016 | |
| 10.8 | Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crdit Lyonnais (LCL), HSBC France, Natixis and Socit GnraleCorporate & Investment Banking | 8-K | 001-36153 | 4.1 | March 30, 2017 | |
| 10.9 | Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification | 10-K | 001-36153 | 10.22 | March 1, 2019 | |
87
| |
| Incorporated by Reference | |
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date | |
| 10.10 | Management Agreement between the registrant and Megan Clarken, dated October 2, 2019 | 8-K | 001-36153 | 10.1 | October 30, 2019 | |
| 10.11 | Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019 | 10-K | 001-36153 | 10.18 | March 2, 2020 | |
| 10.12 | Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time-to-time, BNP Paribas, Crdit Lyonnais (LCL), HSBC Continental Europe and Socit Gnrale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crdit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Socit Gnrale, as agent, and Socit Gnrale and HSBC Continental Europe, as sustainability coordinators | 8-K | 001-36153 | 10.1 | September 28, 2022 | |
| 10.13 | Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor, and Socit Gnrale, as agent** | 10-K | 001-36153 | 10.21 | February 23, 2024 | |
| 10.14 | Amended and Restated Executive Employment Agreement, between Criteo Corp. and Brian Gleason, effective as of July 1, 2024 | 10-Q | 001-36153 | 10.1 | October 30, 2024 | |
| 10.15 | Transition Agreement between Criteo Corp. and Megan Clarken, dated August 26, 2024 | 8-K | 001-36153 | 10.1 | August 26, 2024 | |
| 10.16 | Amended and Restated Executive Employment Agreement, between Criteo Corp. and Ryan Damon, effective as of November 1, 2024 | 10-K | 001-36153 | 10.16 | February 28, 2025 | |
| 10.17 | Amended and Restated Executive Employment Agreement, between Criteo Corp. and Sarah Glickman, effective as of November 1, 2024 | 10-K | 001-36153 | 10.17 | February 28, 2025 | |
| 10.18 | Management Agreement between Criteo Corp. and Michael Komasinski, effective as of February 15, 2025 | 8-K | 001-36153 | 10.1 | January 14, 2025 | |
| 19.1 | Criteo Insider Trading Policy | 10-K | 001-36153 | 19.1 | February 28, 2025 | |
| 21.1# | List of Subsidiaries | |
| 23.1# | Consent of Deloitte & Associs | |
| 24.1 | Power of Attorney (including on the signature page to this report) | |
| 31.1# | Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2# | Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1* | Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 97.1 | Criteo S.A. Clawback Policy adopted October 26, 2023 | 10-K | 001-36153 | 97.1 | February 23, 2024 | |
88
| |
| Incorporated by Reference | |
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date | |
| 101# | The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements | |
| 104 | Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) | |
Indicates management contract or compensatory plan. #Filed herewith. *Furnished herewith.**Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.Item 16. Form 10-K SummaryNot applicable.SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| |
| CRITEO S.A. | |
| |
| February 26, 2026 | By: | /s/ Michael Komasinski | |
| Michael Komasinski | |
| Chief Executive Officer | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all
capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming
all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.
89
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons in the capacities and on the dates indicated below.
| |
| |
| Signature | Title | Date | |
| |
| /s/ Michael Komasinski | Chief Executive Officer and Director (Principal Executive Officer) | February 26, 2026 | |
| Michael Komasinski | |
| |
| /s/ Sarah Glickman | Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer) | February 26, 2026 | |
| Sarah Glickman | |
| |
| /s/ Nathalie Balla | Director | February 26, 2026 | |
| Nathalie Balla | |
| |
| /s/ Stefanie Jay | Director | February 26, 2026 | |
| Stefanie Jay | |
| |
| /s/ Frederik van der Kooi | Director | February 26, 2026 | |
| Frederik van der Kooi | |
| |
| /s/ Marie Lalleman | Director | February 26, 2026 | |
| Marie Lalleman | |
| |
| /s/ Edmond Mesrobian | Director | February 26, 2026 | |
| Edmond Mesrobian | |
| |
| /s/ Rachel Picard | Director | February 26, 2026 | |
| Rachel Picard | |
| |
| /s/ Ernst Teunissen | Director | February 26, 2026 | |
| Ernst Teunissen | |
90Index to Consolidated Financial Statements
| |
| |
| Page | |
| |
| |
| Reports of Deloitte & Associs, Independent Registered Public Accounting Firm (PCAOB ID No. 1756) | F-2 | |
| |
| Consolidated Statements of Financial Position as of December31, 2025 and 2024 | F-4 | |
| |
| Consolidated Statements of Income for the Years Ended December31, 2025, 2024 and 2023 | F-5 | |
| |
| Consolidated Statements of Comprehensive Income for the Years Ended December31, 2025, 2024 and 2023 | F-6 | |
| |
| Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December31, 2025, 2024 and 2023 | F-7 | |
| |
| Consolidated Statements of Cash Flows for the Years Ended December31, 2025, 2024 and 2023 | F-8 | |
| |
| Notes to the Consolidated Financial Statements | F-9 | |
| |
F-2REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of Criteo S.A.Opinion on the Financial StatementsWe have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Critical Audit MatterThe critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.Revenue Refer to Note 1 and 3 to the financial statementsCritical Audit Matter DescriptionFor its Performance Media segment, the Company primarily generates revenue by delivering digital personalized display advertisements. Display advertisements are generally sold based on a click or impression-based pricing model and revenue is recognized when an ad is clicked on or displayed to the end user. F-3For its Retail Media segment, the Company generates revenue by providing access to its platform to brands, agencies and retailers for the purchase and sale of digital advertising inventory. Generally, revenue is based on a percentage of working media spend and recognized when digital advertising inventory is monetized through the platform. Because of the nature of the Companys revenue, which is made up of a significant volume of low-dollar value transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to process and record its revenue transactions. We identified revenue as a critical audit matter because the Companys systems to process and record its revenue transactions are highly automated. This required an increased extent of effort, including the need to involve professionals with expertise in information technology (IT) to identify, test, and evaluate the Companys systems, software applications, and automated controls.How the Critical Audit Matter Was Addressed in the AuditOur audit procedures related to the Companys systems to process revenue transactions included the following, among others: With the assistance of our IT specialists, we:Identified the relevant applications and systems used to process revenue transactions and tested the general IT controls over these applications and systems, including testing of user access controls, change management and data conversion controls, and IT operations controls.Performed testing of system interface controls and automated controls within the relevant revenue streams, including those designed to address the accuracy and completeness of revenue.We tested internal controls within the revenue business process, including those in place to reconcile the data from the various applications to the Companys general ledger.For Performance Media revenue, we agreed selected amounts recognized to source data and tested the mathematical accuracy of the recorded revenue.For Retail Media revenue,we performed the following procedures for a selected customer contract:recalculated the revenue which is based on working media spend or impressionsagreed fees recognized for professional services back to the contract.we performed substantive analytical procedures by developing an independent expectation for the recorded balance based on a historical relationship with working media spend./s/ Deloitte & AssocisParis-La Dfense, FranceFebruary 26, 2026We have served as the Company's auditor since 2011.F-4REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the shareholders and the Board of Directors of Criteo S.A.Opinion on Internal Control over Financial ReportingWe have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the Company) as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.Basis for OpinionThe Companys management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Companys internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control over Financial ReportingA companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate./s/ Deloitte & AssocisParis-La Dfense, FranceFebruary 26, 2026F-4Criteo S.A. and subsidiariesConsolidated Statements of Financial Position
| |
| Year Ended December 31, | |
| Notes | 2025 | 2024 | |
| Assets | (in thousands) | |
| Current assets: | |
| Cash and cash equivalents | 4 | $342,038 | $290,693 | |
| Trade receivables, net of allowances of $25.9million and $28.6million as of December 31, 2025 and December 31, 2024, respectively. | 5 | 582,102 | 800,859 | |
| Income taxes | 17 | 14,233 | 1,550 | |
| Other taxes | 57,050 | 53,883 | |
| Marketable securities - current portion | 4 | 23,242 | 26,242 | |
| Prepaid expenses and other current assets | 6 | 53,210 | 50,887 | |
| Total current assets | 1,071,875 | 1,224,114 | |
| Property and equipment, net | 7 | 139,330 | 107,222 | |
| Intangible assets, net | 8 | 151,853 | 158,384 | |
| Goodwill | 9 | 535,761 | 515,188 | |
| Right of use assets - operating leases | 11 | 134,205 | 99,468 | |
| Marketable securities - noncurrent portion | 4 | 23,500 | 15,584 | |
| Noncurrent financial assets | 8,314 | 4,332 | |
| Deferred tax assets | 17 | 90,689 | 81,006 | |
| Other noncurrent assets | 6 | 45,680 | 61,151 | |
| Total noncurrent assets | 1,129,332 | 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 portion | 9,229 | 1,882 | |
| Income taxes | 17 | 27,528 | 34,863 | |
| Financial liabilities - current portion | 10 | 11,360 | 3,325 | |
| Lease liability - operating - current portion | 11 | 33,085 | 25,812 | |
| Other taxes | 14,713 | 19,148 | |
| Employee-related payables | 114,416 | 109,227 | |
| Other current liabilities | 12 | 68,277 | 49,819 | |
| Total current liabilities | 844,654 | 1,046,600 | |
| Deferred tax liabilities | 17 | 5,285 | 4,067 | |
| Defined benefit plans | 13 | 5,707 | 4,709 | |
| Lease liability - operating - noncurrent portion | 11 | 105,277 | 77,584 | |
| Contingencies - noncurrent portion | 19 | 22,729 | 31,939 | |
| Other noncurrent liabilities | 12 | 31,826 | 20,453 | |
| Total noncurrent liabilities | 170,824 | 138,752 | |
| Total liabilities | 1,015,478 | 1,185,352 | |
| |
| Shareholders' equity: | |
| Common shares, 0.025 per 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 capital | 706,321 | 709,580 | |
| Accumulated other comprehensive loss | (68,879) | (108,768) | |
| Retained earnings | 630,750 | 571,744 | |
| Equity attributable to shareholders of Criteo S.A. | 1,149,210 | 1,049,189 | |
| Noncontrolling interests | 36,519 | 31,908 | |
| Total equity | 1,185,729 | 1,081,097 | |
| Total equity and liabilities | $2,201,207 | $2,266,449 | |
The accompanying notes form an integral part of these consolidated financial statements.
F-5
Criteo S.A. and subsidiaries
Consolidated Statements of Income
| |
| Year Ended December 31, | |
| Notes | 2025 | 2024 | 2023 | |
| (in thousands, except share and per share data) | |
| |
| Revenue | 20 | $1,944,901 | $1,933,289 | $1,949,445 | |
| |
| Cost of revenue | |
| Traffic acquisition costs | 770,284 | 811,806 | 926,839 | |
| Other cost of revenue | 125,237 | 138,512 | 159,562 | |
| Gross profit | 1,049,380 | 982,971 | 863,044 | |
| |
| Operating expenses: | |
| Research and development expenses | 283,303 | 279,341 | 242,289 | |
| Sales and operations expenses | 394,370 | 376,090 | 406,012 | |
| General and administrative expenses | 168,942 | 176,138 | 137,525 | |
| Total operating expenses | 846,615 | 831,569 | 785,826 | |
| Income from operations | 202,765 | 151,402 | 77,218 | |
| Financial and other income (expense) | 16 | 809 | 3,095 | (2,490) | |
| Income before taxes | 203,574 | 154,497 | 74,728 | |
| Provision for income taxes | 17 | 54,195 | 39,784 | 20,084 | |
| Net income | $149,379 | $114,713 | $54,644 | |
| |
| Net income attributable to shareholders of Criteo S.A. | $144,602 | $111,571 | $53,259 | |
| Net income attributable to noncontrolling interests | $4,777 | $3,142 | $1,385 | |
| |
| Weighted average shares outstanding used in computing per share amounts: | |
| Basic | 18 | 52,934,526 | 54,817,136 | 56,170,658 | |
| Diluted | 18 | 54,792,540 | 58,605,529 | 60,231,627 | |
| |
| Net income attributable to shareholders per share: | |
| Basic | 18 | $2.73 | $2.04 | $0.95 | |
| Diluted | 18 | $2.64 | $1.90 | $0.88 | |
The accompanying notes form an integral part of these consolidated financial statements.
F-6
Criteo S.A. and subsidiaries
Consolidated Statements of Comprehensive Income
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Net income | $149,379 | $114,713 | $54,644 | |
| Foreign currency translation differences, net of taxes | 38,891 | (26,701) | 4,153 | |
| Actuarial gains (losses) on employee benefits, net of taxes | 561 | (187) | 264 | |
| Other comprehensive income (loss) | 39,452 | (26,888) | 4,417 | |
| Total comprehensive income | 188,831 | 87,825 | 59,061 | |
| Attributable to shareholders of Criteo S.A. | 184,470 | 88,126 | 59,874 | |
| Attributable to non-controlling interests | $4,361 | $(301) | $(813) | |
The accompanying notes form an integral part of these consolidated financial statements.
F-7
Criteo S.A. and subsidiaries
Consolidated Statements of Changes in Shareholders Equity
| |
| Share capital | Treasury stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Retained earnings | Equity - attributable to shareholders of Criteo S.A. | Noncontrolling interests | Total equity | |
| (in thousands, except share data) | |
| (Common shares) | (Shares) | |
| Balance at January 1, 2023 | 63,248,728 | $2,079 | (5,985,104) | $(174,293) | $734,492 | $(91,890) | $577,653 | $1,048,041 | $33,065 | $1,081,106 | |
| Net income | | | | | | | 53,259 | 53,259 | 1,385 | 54,644 | |
| Other comprehensive income (loss) | | | | | | 6,616 | | 6,616 | (2,199) | 4,417 | |
| Issuance of ordinary shares | 101,935 | 3 | | | 1,945 | | | 1,948 | | 1,948 | |
| Change in treasury stock(1) | (2,185,000) | (59) | 584,532 | 12,505 | (62,429) | | (75,506) | (125,489) | | (125,489) | |
| Shared-based compensation | | | | | 95,236 | | | 95,236 | 27 | 95,263 | |
| Other changes in equity | | | | | (4) | (52) | 50 | (6) | (492) | (498) | |
| Balance at December 31, 2023 | 61,165,663 | $2,023 | (5,400,572) | $(161,788) | $769,240 | $(85,326) | $555,456 | $1,079,605 | $31,786 | $1,111,391 | |
| Net income | | | | | | | 111,571 | 111,571 | 3,142 | 114,713 | |
| Other comprehensive income (loss) | | | | | | (23,446) | | (23,446) | (3,442) | (26,888) | |
| Issuance of ordinary shares | 169,176 | 4 | | | 4,546 | | | 4,550 | | 4,550 | |
| Change in treasury stock (2) | (3,590,000) | (96) | 1,933,155 | 36,490 | (168,781) | | (92,211) | (224,598) | | (224,598) | |
| Shared-based compensation | | | | | 104,575 | | | 104,575 | 216 | 104,791 | |
| Other changes in equity | | | | | | 4 | (3,072) | (3,068) | 206 | (2,862) | |
| Balance at December 31, 2024 | 57,744,839 | $1,931 | (3,467,417) | $(125,298) | $709,580 | $(108,768) | $571,744 | $1,049,189 | $31,908 | $1,081,097 | |
| Net income | | | | | | | 144,602 | 144,602 | 4,777 | 149,379 | |
| Other comprehensive income (loss) | | | | | | 39,867 | | 39,867 | (415) | 39,452 | |
| Issuance of ordinary shares | 110,056 | 2 | | | 1,895 | | | 1,897 | | 1,897 | |
| Change in treasury stock (3) | (2,195,000) | (62) | (1,040,612) | 4,445 | (69,258) | | (84,784) | (149,659) | | (149,659) | |
| Shared-based compensation | | | | | 64,104 | | | 64,104 | 246 | 64,350 | |
| Other changes in equity | | | | | | 22 | (812) | (790) | 3 | (787) | |
| Balance at December 31, 2025 | 55,659,895 | $1,871 | (4,508,029) | $(120,853) | $706,321 | $(68,879) | $630,750 | $1,149,210 | $36,519 | $1,185,729 | |
(1) On December 7, 2023, Criteo's Board of Directors extended a share repurchase program to up to $480.0million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,286,624
shares repurchased at an average price of $30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled.
(2) On February 1, 2024, Criteo's Board of Directors authorized an extension of the share repurchase program to up to $630.0million of the Company's outstanding American Depositary Shares. The change in treasury stocks is
comprised of 5,976,764 shares repurchased at an average price of $37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled.
(3) On January 31, 2025, Criteo's Board of Directors authorized an extension of the share repurchase program to up to $805.0million of the Company's outstanding American Depositary Shares. The change in treasury stocks is
comprised of 5,393,002 shares repurchased at a weighted average price of $28.2 offset by 2,157,390 treasury shares used for RSUs vesting and by 2,195,000 treasury shares cancelled.
The accompanying notes form an integral part of these consolidated financial statements.
F-8
Criteo S.A. and subsidiaries
Consolidated Statements of Cash Flows
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Cash flows from operating activities | |
| Net income | $149,379 | $114,713 | $54,644 | |
| Noncash and nonoperating items | 175,203 | 192,118 | 103,369 | |
| Amortization and provisions | 129,446 | 87,754 | 72,336 | |
| Payment for contingent liability on regulatory matters | | | (43,334) | |
| Equity awards compensation expense | 57,848 | 102,617 | 97,185 | |
| Gain (loss) on disposal of and impairment of long-lived assets | 1,728 | 7,418 | (7,929) | |
| Change in uncertain tax positions | 10,359 | 1,757 | (880) | |
| Net change in fair value of earn-out | | 1,007 | 2,344 | |
| Change in deferred taxes | (7,533) | (26,040) | (23,588) | |
| Change in income taxes | (21,992) | 19,389 | 4,424 | |
| Other | 5,347 | (1,784) | 2,811 | |
| Changes in assets and liabilities: | (13,345) | (48,670) | 66,233 | |
| Trade receivables | 245,977 | (28,516) | (56,344) | |
| Trade payables | (265,395) | (17,160) | 87,937 | |
| Other current assets | 13,665 | 10,142 | (5,616) | |
| Other current liabilities | (7,505) | (11,314) | 40,952 | |
| Change in operating lease liabilities and right of use assets | (87) | (1,822) | (696) | |
| Net cash provided by operating activities | 311,237 | 258,161 | 224,246 | |
| Cash flows from investing activities | |
| Acquisition of intangibles assets, property and equipment | (102,739) | (78,112) | (116,115) | |
| Disposal of intangibles assets, property and equipment | 2,013 | 1,476 | 1,804 | |
| Proceeds from disposal of investments | | | 8,847 | |
| Payment for businesses, net of cash acquired | | (527) | (6,825) | |
| Purchases of investment securities | (28,436) | (26,688) | (22,471) | |
| Maturities and sales of investment securities | 28,029 | 5,950 | 26,048 | |
| Net cash used in investing activities | (101,133) | (97,901) | (108,712) | |
| Cash flows from financing activities | |
| Proceeds from exercise of stock options | 1,897 | 4,550 | 1,945 | |
| Repurchase of treasury stocks | (152,064) | (224,595) | (125,489) | |
| Cash payment for contingent consideration | | (51,983) | (22,025) | |
| Change in other financing activities | (1,309) | 1,529 | (1,685) | |
| Net cash used in financing activities | (151,476) | (270,499) | (147,254) | |
| Effect of exchange rates changes on cash and cash equivalents | (7,212) | (10,159) | (5,139) | |
| Net increase (decrease) in cash and cash equivalents and restricted cash | 51,416 | (120,398) | (36,859) | |
| Net cash and cash equivalents and restricted cash at the beginning of the period | 290,943 | 411,341 | 448,200 | |
| Net cash and cash equivalents and restricted cash at the end of the period | $342,359 | $290,943 | $411,341 | |
| Supplemental cash flow information | |
| Cash paid for taxes, net of refunds | $(64,930) | $(40,705) | $(40,127) | |
| Cash paid for interest | $(1,584) | $(1,360) | $(1,539) | |
| Noncash investing and financing activities: | |
| Intangible assets, property and equipment acquired through payables | $18,126 | $1,758 | $3,346 | |
The accompanying notes form an integral part of these consolidated financial statements.
F-9
Notes to the Consolidated Financial Statements
Criteo S.A. was initially incorporated as a socit par actions simplifie, or S.A.S., under the laws of the French Republic
on November 3, 2005, for a period of 99 years and subsequently converted to a socit anonyme, or S.A.
On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to
Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs")
structure with ordinary shares to be directly listed on Nasdaq. The Conversion requires a shareholder vote for approval,
which will be conducted through a general meeting of the Companys shareholders on February 27, 2026. If shareholder
approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the
third quarter of 2026. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from
Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such
action is in the best interests of the Company and its shareholders.
On January 7, 2026, the Company announced that, following the favorable opinion of its works council, its Board of
Directors has approved the Conversion and the replacement of its American Depositary Shares 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.
We are a global technology company that enables marketers and media owners to drive better commerce outcomes. We
leverage commerce data and AI to connect ecommerce, digital marketing and media monetization to reach consumers
throughout their shopping journey. Our vision is to deliver full-funnel, cross-channel, self-service advertising that performs.
Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce
outcomes through our platform, which includes a suite of products:
that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout
their shopping journey and measure their advertising campaigns
that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory
for commerce anywhere where consumers spend their time
that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper
personalization and budget efficiency.
In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as
"Criteo," the "Company," the "Group," or "we".
F-10
Note 1. Principles and Accounting Methods
Basis of Presentation
We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting
principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries
where we have controlling financial interests. Intercompany transactions and balances have been eliminated.
The table below presents at each periods end and for all entities included in the consolidation scope the following
information: the country of incorporation and the percentage of voting rights and ownership interests.
| |
| 2025 | 2024 | |
| Country | Voting rights | Ownership Interest | Voting rights | Ownership Interest | Consolidation Method | |
| Parent company | |
| Criteo S.A | France | 100% | 100% | 100% | 100% | Parent company | |
| French subsidiaries | |
| Criteo France SAS | France | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Technology SAS | France | 100% | 100% | 100% | 100% | Fully consolidated | |
| Foreign subsidiaries | |
| Criteo Holdings, Inc. (1) | United States | 100% | 100% | % | % | Fully consolidated | |
| Criteo Ltd | United Kingdom | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Corp. | United States | 100% | 100% | 100% | 100% | Fully consolidated | |
| Doobe In Site Ltd. | Israel | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo GmbH | Germany | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Nordics AB | Sweden | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Korea Ltd. | Korea | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo KK | Japan | 66% | 66% | 66% | 66% | Fully consolidated | |
| Criteo do Brasil Desenvolvimento De Servios De Internet Ltda. | Brazil | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo BV | The Netherlands | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Australia Pty Ltd | Australia | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Srl | Italy | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Advertising (Beijing) Co. Ltd | China | 100% | 100% | 100% | 100% | Fully consolidated | |
| Brandcrush Pty Ltd(2) | Australia | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Singapore Pte. Ltd. | Singapore | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo LLC | Russia | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Europa MM S.L. | Spain | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Espaa S.L. | Spain | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Canada Corp. | Canada | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Reklamclk Hizmetleri ve Ticaret Anonim irketi | Turkey | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo MEA FZ-LLC | United Arab Emirates | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo India Private Limited | India | 100% | 100% | 100% | 100% | Fully consolidated | |
| Bidswitch GmbH(2) | Switzerland | 100% | 100% | 100% | 100% | Fully consolidated | |
| Bidswitch Inc. | United States | 100% | 100% | 100% | 100% | Fully consolidated | |
| Iponweb GmbH(2) | Switzerland | 100% | 100% | 100% | 100% | Fully consolidated | |
| Iponweb Limited | United Kingdom | 100% | 100% | 100% | 100% | Fully consolidated | |
| Iponweb Labs Limited | Cyprus | 100% | 100% | 100% | 100% | Fully consolidated | |
| The MediaGrid Inc. | United States | 100% | 100% | 100% | 100% | Fully consolidated | |
| Iponweb Labs LLC | Armenia | 100% | 100% | 100% | 100% | Fully consolidated | |
| Criteo Technology SRL | Romania | 100% | 100% | 100% | 100% | Fully consolidated | |
(1)Criteo Holdings Inc. includes a French Branch
(2)Liquidated during the twelve months ended December 31, 2025
F-11
Functional Currency and Translation of Financial Statements in Foreign Currency
The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of
the Parent, the Euro. The statements of financial position of consolidated entities having a functional currency
different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at
the statement of financial position date) and the statements of income, statements of comprehensive income and
statements of cash flow of such consolidated entities are translated at the average year-to-date exchange rate.
The resulting translation adjustments are included in equity under the caption Accumulated other comprehensive
income (loss) in the Consolidated Statements of Changes in Shareholders' Equity.
Conversion of Foreign Currency Transactions
Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction
date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange
prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of
Income in Other financial income (expense) with the exception of exchange differences arising from monetary
items that form part of the reporting entitys net investment in a foreign operation, which are recognized in "Other
comprehensive income" in the Consolidated Statements of Comprehensive Income. They will be recognized in
profit or loss on disposal of the net investment.
Use of Estimates
The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the period. We base our estimates and assumptions on historical experience and
other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and
assumptions on an ongoing basis. Actual results could differ from these estimates.
On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2)
income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets and goodwill,
and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.
Operating Segments
We report our financial results based on two reportable segments: Retail Media and Performance Media.
The reported segment information is based on internal management data used for business performance analysis
and resource allocation, following the management approach. An operating segment is a component of the
Company for which separate financial information is available that is evaluated regularly by our Chief Operating
Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.
Refer to Note 3 Segment information for further discussion.
Business combinations
We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the
purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair
values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded
as goodwill. Acquisition-related expenses are recognized separately from the business combination and are
expensed as incurred.
Internally Developed Software and Software as a Service
We capitalize external costs and directly attributable internal development costs to acquire or create internal use
software which are incurred subsequent to the completion of the preliminary project stage. These costs relate to
activities such as software design, configuration, coding and testing. Costs related to post-implementation
activities such as training and maintenance are expensed as incurred.
F-12
Capitalized costs are included in Intangible Assets on the consolidated balance sheets. These costs are
amortized over the estimated useful life of the software, which is typically three years, on a straight-line basis,
which represents the manner in which the expected benefit will be derived.
We also enter into cloud-based software hosting arrangements, which are accounted for as service contracts. The
Company capitalizes certain implementation costs, which are consistent with costs incurred during the application
development stage for on-premise software. The capitalized costs are presented within prepaid expenses and
other current assets on the consolidated balance sheets, and are amortized on a straight-line basis over the fixed,
non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods.
The Company applies the same impairment model to both internal-use software and capitalized implementation
costs in a software hosting arrangement, which is accounted for as a service contract.
Property and Equipment
Property and equipment is accounted for at acquisition cost less accumulated depreciation and any impairment.
Depreciation is calculated on a straight-line basis over the assets estimated useful lives. Our estimate of useful
lives represents management's best estimate and is evaluated periodically. If the estimated useful life of an asset
changes, the remaining carrying amount of the asset is depreciated over the revised estimated useful life.
The estimated useful lives of property and equipment are described below:
Servers and Networking equipment .................................................................................................. 6 years
Furniture and IT equipments............................................................................................................... 3 to 5 years
Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.
In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting
in a change in the estimated useful life of certain servers and network equipment from five to six years. This
change in accounting estimate is effective beginning fiscal year 2025.
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.
If an asset is deemed to be impaired, an impairment loss is recorded to write the asset down to its estimated fair
value. Fair value is estimated based on discounted future cash flows.
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and
intangible assets acquired.
Goodwill is allocated to reporting units based on the expected benefit from the business combination and is tested
for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value
may not be recoverable.
The Company has two reporting units, Retail Media and Performance Media, that are subject to goodwill
impairment testing. In the impairment assessment of its goodwill, the Company performs a quantitative test that
involves estimating the fair value of each reporting unit using a discounted cash flow model, which requires
significant assumptions, including projected future cash flows, discount rates and long-term growth rates. The
estimated fair value of each reporting unit is then compared to its carrying value, including goodwill. If the carrying
value exceeds the estimated fair value, the Company would be required to recognize an impairment loss in the
Consolidated Statement of Income. Changes in estimates or underlying assumptions could affect the
determination of fair value and may result in a future impairment.
Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment
loss. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives.
Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-line
method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such as,
but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the
financial and economic environment indicate that the carrying amount of an asset may be impaired.
F-13
Leases
The Company leases space under noncancellable operating leases for offices and data centers. Office leases
typically include rent free periods and rent escalation periods, and may also include leasehold improvement
incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and
data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical
costs, and other service charges). Non-lease components are accounted for separately.
Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the
lease term if management has determined it is reasonably certain that they will be exercised, at lease
commencement.
Operating lease liabilities are recognized based on the present value of the future minimum lease payments over
the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses
its incremental borrowing rate at lease commencement to determine the present value of future payments. It is
then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement
date.
Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable
costs include changes in indexation and are expensed in the period incurred.
Accounts Receivable
The Company carries its accounts receivable at original invoiced amount less an allowance for any potential
uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we
are required to make to advertising inventory publishers.
The Company applies ASC 326, Financial Instruments Credit Losses, which requires the measurement and
recognition of expected credit losses for financial assets held at amortized cost that an entity does not expect to
collect over the asset's contractual life, considering past events, current conditions, and reasonable and
supportable forecasts of future economic conditions.
For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default
methods to evaluate and estimate the expected credit losses. A receivable is considered past due if we have not
received payments based on agreed-upon terms.
Allowances for credit losses on trade receivables are recorded in Sales and operations expenses in the
Consolidated Statements of Income. The Company generally does not require any security or collateral to support
its receivables.
Derivative financial instruments
The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk
of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may
only be classified as hedges when we can demonstrate and document the effectiveness of the hedging
relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging
instruments and mainly consist of forward buying contracts that are used to hedge intercompany transactions and
other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.
The Company recognizes gains and losses on these contracts, as well as the related costs, in financial income
(expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. This results in
the cash flows from derivative instruments to be classified in the same category as the underlying cash flows.
Derivative instruments are considered level 2 financial instruments as they are measured using valuation
techniques based on observable market data.
Fair value measurements
Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. To determine the fair value
measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are
given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which
prioritizes the inputs used to measure fair value into three levels:
F-14
Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities
Level 2: fair value calculated using valuation techniques based on observable market data such as prices
of similar assets and liabilities or parameters quoted in an active market
Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs
such as prices in an active market or a valuation based on multiples for unlisted companies.
Cash, Cash Equivalents and Investment Securities
Cash and cash equivalents include cash on hand, demand deposits, money market funds and other highly liquid
investments with a remaining maturity at the date of purchase of three months or less, or with a maturity of more
than three months that can be early withdrawn without significant penalty or foregoing of interest, for which the
risk of changes in value is considered to be insignificant.
We hold investments in marketable securities, including term deposits with banks, not meeting the cash
equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity
investments, depending on whether we have the positive intent and ability to hold them to maturity.
Our available-for-sale marketable investments are carried at estimated fair value with any unrealized gains and
losses, net of taxes, included in accumulated other comprehensive income in stockholders' equity.
Our held-to-maturity marketable investments are carried at amortized cost, and are subject to impairment
assessments. Interest income generated from held-to-maturity investments is recorded as financial income.
We also invest in nonmarketable securities, consisting mainly of private equity investments, which are classified
as equity investments and reported within Other noncurrent financial assets. Equity investments without a readily
determinable fair value that do not qualify for the practical expedient to estimate fair value based on net asset
value are recorded at cost, less impairment.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist
primarily of cash, cash equivalents, marketable securities and accounts receivable. The Companys cash, cash
equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial
institutions that the Company's management has assessed to be of high credit quality. The Company has not
experienced any losses in such accounts.
The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and
monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2025,
2024 and 2023, no individual customer represented 10% or more of revenue.
Employee Benefits
Depending on the laws and practices of the countries in which we operate, employees may be entitled to
compensation when they retire or to a defined benefit following their retirement. For state-managed plans and
other defined contribution plans, we recognize them as expenses when they become payable, our commitment
being limited to our contributions.
The liability with respect to defined benefit plans is estimated using the following main assumptions:
discount rate;
future salary increases;
employee turnover; and
mortality tables.
Service costs are recognized in profit or loss and are allocated by function.
Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the
income statement over a specified period, which is generally the expected average remaining service period of
the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial
assumptions or experience adjustments (differences between the previous actuarial assumptions and what has
actually occurred).
F-15
Contingencies
We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that
arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial
or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the
associated developments on a regular basis and accrue a liability when we believe that it is both probable that a
loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable
possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the
possible loss in the accompanying notes to the consolidated financial statements to the extent material. We
review the developments in our contingencies that could affect the amount of the provisions that have been
previously recorded, and the matters and related reasonably possible losses disclosed.
Revenue Recognition
We sell personalized digital display advertisements featuring product-level recommendations either directly to
clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech
industry which enables them to monetize on their advertising properties, or connect them to other players in the
ad-tech industry.
Revenue is recognized when control of the promised services is transferred to our clients, in an amount that
reflects the consideration we expect to be entitled to in exchange for those services. Variable consideration is
included in the transaction price only to the extent that it is probable that a significant reversal of cumulative
revenue recognized will not occur.
We determine revenue recognition by applying the following steps:
Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract;
Recognition of revenue when, or as, we satisfy a performance obligations.
Our pricing models include click- and impression-based pricing, and percentage of spend pricing.
Click and impression based pricing model
For campaigns priced on a click or an impression basis, we bill our customers when a user clicks on an
advertisement or an advertisement is displayed to a user. For these pricing models, we recognize revenue at a
point in time when a user clicks on an advertisement or an advertisement is displayed, as our performance
obligation is the delivery of clicks or displays to the customer.
Percentage of spend pricing model
For campaigns priced on a percentage of working media spend basis, we bill our customers when customers buy
and sell digital advertising inventory through our platform. For these pricing models, we recognize revenue at a
point in time when the transactions occur through our platform, as our performance obligation is to provide access
to our platform to allow customers to buy and sell advertising inventory.
We also provide professional services to our customers, such as campaign management and billing and
administrative services. Revenue for professional services is recognized over time as customers simultaneously
receive and consume the benefits of the services as they are performed.
Principal versus Agent Considerations
The determination of whether we are acting as principal or agent requires judgment. We assess whether we act
as principal or agent based on whether we control the specified services or advertising inventory before it is
transferred to the customer. In making this determination, we consider factors such as our level of control,
responsibility for fulfillment, and discretion in establishing prices. When we determine that we act as principal, we
recognize revenue and related costs incurred on a gross basis. When we act as an agent, we recognize revenue
on a net basis.
F-16
In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In
our Retail Media segment we act primarily as agent.
Rebates and Incentives
Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives
may represent payments to a customer directly related to entering into an agreement, which are capitalized and
amortized over the expected life of the agreement on a straight-line basis.
Variable incentives are calculated based on the expected amount to be provided to customers and recognized as
a reduction of revenue.
Contract Assets and Liabilities
Contract assets are recognized when we do not yet have unconditional rights to payment. Contract liabilities are
recognized when there is an obligation to transfer services to a customer. Contract assets and liabilities are
presented on a net basis at the contract level. Contract assets and contract liabilities are not material to our
consolidated financial statements, and changes in these balances during the period were not significant.
Practical Expedients
We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected
length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the
right to invoice for services performed.
Our contracts do not include a significant financing component, as payments are less than one year, typically
between 0 and 90 days. We expense sales commissions as incurred as the amortization period would have been
one year or less. These costs are recorded within Sales and operating expenses within the Consolidated
Statements of Income.
Cost of Revenue
Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.
Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred
to generate our revenues, primarily for the Performance Media segment. We purchase impressions directly from
publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a
publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our
Consolidated Statements of Financial Position as trade payables.
Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data
centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does
not build or operate its own data centers and none of its Research and Development employments are dedicated
to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of
revenue.
Operating Expenses
The Company categorizes its operating expenses into three functional categories: research and development,
sales and operations, and general and administrative expenses.
Research and development expenses consist primarily of headcount-related expenses for our employees
working in the engine, platform, infrastructure, engineering , product, analytics and other teams, including salaries,
bonuses, share-based compensation and other personnel related costs. Also included are non-personnel costs
such as subcontracting, consulting and professional fees to third-party development resources, allocated
corporate overhead, and depreciation and amortization costs. These expenses are partially offset by the French
research tax credit (CIR). The CIR offsets the income tax to be paid and the remaining portion (if any) can be
refunded at the end of a three-fiscal year period. The CIR is calculated based on eligible R&D expenditures. As of
December 31, 2025, 2024, and 2023, we recorded $6.6million, $7.2million, and $9.5million of CIR tax credits
against these expenses.
F-17
Sales and operations expenses consist primarily of headcount-related expenses for our employees working in
our sales, business development, marketing, creative services and other teams, including salaries, bonuses,
share-based compensation, and other personnel-related costs. Additional expenses in this category include
provisions for doubtful accounts, consulting and professional fees paid to third parties, and allocated corporate
overhead.
General and administrative expenses consist primarily of headcount-related expenses, including salaries,
bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative,
legal, information technology, human resources, facilities and finance teams. Additional expenses included in this
category include professional fees, audit fees, tax services and legal fees, as well as insurance and other
corporate expenses, along with allocated overhead, including internal IT costs.
Advertising and Promotional Expenses
Advertising costs are expensed when incurred and are included in sales and operations expenses on the
consolidated statements of income. We incurred advertising expenses of $4.4million, $1.9million, and
$1.7million for the years ended December 31, 2025, 2024, and 2023, respectively.
Share-Based Compensation
Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance
stock units (PSUs) expense and Lock-Up Shares "LUS" expense. RSUs and PSUs granted to employees are
measured based on the grant-date fair value. The PSUs expense is updated to reflect the Companys expectation
of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs
vest over a service period of three to four years. LUS were issued to the Iponweb seller as partial consideration
for the Iponweb Acquisition. Share-based compensation expense is generally recognized based on a graded
vesting basis over the requisite service period for each separately vesting tranche. We account for forfeitures as
they occur.
Financial and Other Income (Expense)
Financial and other income (expense) consists of investment gains and losses, foreign currency exchange
differences, and interest income and expenses.
Income Taxes
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are
recognized for all temporary differences between the financial reporting and tax bases of assets and liabilities,
and for tax losses. Differences are defined as temporary when they are expected to reverse within a foreseeable
future. Deferred tax assets are recognized to the extent that management determines it is more likely than not that
such assets will be realized. In assessing realizability, management considers all available evidence, both positive
and negative, including historical and projected future taxable income, the reversal of existing temporary
differences, and available tax planning strategies. A valuation allowance is established for deferred tax assets that
are not expected to be realized, and adjustments to the valuation allowance are recorded in income tax expense
in the period such determinations are made. Tax assets and liabilities are not discounted. Amounts recognized in
the Consolidated Financial Statements are calculated at the level of each tax-paying entity included in the
consolidation scope. The effect of changes in tax laws or tax rates on deferred income tax assets and liabilities is
recognized in the period in which such changes are enacted. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply in the periods in which temporary differences reverse.
Certain tax credits, including research and development tax credits, are accounted for as a component of income
tax expense in accordance with ASC 740, Income Taxes.
F-18
Uncertain Tax Positions
We record uncertain tax positions in accordance with ASC 740, which requires a two-step process in which
determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis
of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition
threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate
settlement with a tax authority. We recognize interest and penalties related to unrecognized tax benefits within the
income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included
within the related tax liability in the consolidated balance sheet.
Earnings Per Share
Basic earnings per share (Basic EPS) is calculated by dividing the net income attributable to shareholders of the
Parent Company, Criteo S.A., by the weighted average number of shares outstanding during the period. Diluted
earnings per share ("Diluted EPS") is calculated by dividing the net income attributable to shareholders of the
Parent company, Criteo S.A., by the weighted average number of shares outstanding, including the dilutive effect
of share-based awards as determined under the treasury stock method, during the period.
Reclassifications
Certain prior period amounts have been reclassified to conform to the current period presentation.
In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within
Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. For the fiscal
year ended December 31, 2023, this change resulted in a reclassification of $40.4million between Other Taxes
Receivables and Other Taxes Payable.
Recently Adopted Accounting Pronouncements
In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update
("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU
requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided
to the CODM. The adoption of this ASU did not have a material impact on our consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the
transparency of income tax disclosures. The standard requires disaggregated information about a reporting
entity's effective tax rate reconciliation as well as information on income taxes paid. The adoption of this ASU was
applied on a prospective basis and did not have a material impact on our consolidated financial statements. See
Note 17 Income Taxes for more information.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive Income
Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses.
This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.
We do not expect the adoption of this standard to have a material impact on our consolidated financial
statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software,
which simplifies the capitalization guidance by removing the references to project stages, among other changes.
The new standard is effective for annual periods beginning after December 15, 2027. We are currently evaluating
the impact of the adoption of this standard on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants, Accounting for Government Grants
received by Business Entities, which establishes guidance for business entities on how to recognize, measure,
present and disclose government grants received. The new standard is effective for annual periods beginning
after December 15, 2028. We are currently evaluating the impact of the adoption of this standard on our
consolidated financial statements.
F-19
Note 2. Restructuring and Other Exit Costs
From time to time, the Company may initiate restructuring actions designed to improve operational efficiency, optimize its
cost structure, and better align its workforce and operations with business needs and strategic priorities. These actions
may include workforce reductions and other organizational realignments intended to support the Companys long-term
objectives. The Company records employee severance and other termination costs that meet the requirements for
recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712,
Compensation Nonretirement Postemployment Benefits, as applicable.
A summary of our Restructuring and Other Exit costs activity is presented as follows:
| |
| |
| (in thousands) | |
| |
| Restructuring liability as of December 31, 2024 | $313 | |
| Restructuring charge | 3,043 | |
| Amounts paid | (313) | |
| Restructuring liability as of December 31, 2025 | $3,043 | |
During the year ended December 31, 2025, the Company implemented a cost-reduction plan designed to improve
operating efficiency and align its cost structure with revenue levels. The Company incurred approximately $3.0million of
restructuring costs during 2025 related to this plan, primarily reflected within Sales and Operations expense.
For the year ended December 31, 2024, we implemented several measures to pursue greater efficiency, including
planned layoffs to further reduce our company size by approximately 100 employees ("2024 Restructuring Plan"). The
Company incurred restructuring costs of $8.5million for the year ended December 31, 2024, of which $1.9million was
included in Research and Development expenses, $1.6million was included in Sales and Operations expenses, and
$5.0million was included in General and Administrative expenses.
For the year ended December 31, 2023, we announced planned layoffs to reduce our company size by approximately 250
employees across the Retail Media and Performance Media segments ("2023 Restructuring Plan"). The Company
incurred restructuring costs of $23.0million for the year ended December 31, 2023, of which $3.5million was included in
Research and Development expenses, $13.9million was included in Sales and Operations expenses, and $5.6million
was included in General and Administrative expenses.
Note 3. Segment information
The Company reports segment information based on the management approach. The management approach designates
the internal reporting used by management for making decisions and assessing performance as the source of the
Company's reportable segments. Beginning in the first quarter of 2024, the Company reports its results of operations
through the following two segments: Retail Media and Performance Media.
Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the
purchase and sale of retail media digital advertising inventory and audiences, and services.
Performance Media: This segment encompass our targeting capabilities and supply and AdTech services.
The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and
assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's
segment profitability measure and reflects our gross profit plus other costs of revenue.
F-20
The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other
expense nor financial information for our two segments.
The following table shows revenue by reportable segment:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Retail Media | $263,872 | $258,303 | $209,007 | |
| Performance Media | 1,681,029 | 1,674,986 | 1,740,438 | |
| Total Revenue | $1,944,901 | $1,933,289 | $1,949,445 | |
The following table shows TAC by reportable segment:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Retail Media | $4,188 | $4,457 | $5,547 | |
| Performance Media | 766,096 | 807,349 | 921,292 | |
| Total Traffic Acquisition Cost | $770,284 | $811,806 | $926,839 | |
The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Companys
Consolidated Statements of Operation:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Contribution ex-TAC | |
| Retail Media | $259,684 | $253,846 | $203,460 | |
| Performance Media | 914,933 | 867,637 | 819,146 | |
| $1,174,617 | $1,121,483 | $1,022,606 | |
| |
| Other costs of revenue | 125,237 | 138,512 | 159,562 | |
| Gross profit | $1,049,380 | $982,971 | $863,044 | |
| |
| Operating expenses | |
| Research and development expenses | 283,303 | 279,341 | 242,289 | |
| Sales and operations expenses | 394,370 | 376,090 | 406,012 | |
| General and administrative expenses | 168,942 | 176,138 | 137,525 | |
| Total operating expenses | $846,615 | $831,569 | $785,826 | |
| |
| Income from operations | $202,765 | $151,402 | $77,218 | |
| Financial and other income (expense) | 809 | 3,095 | (2,490) | |
| Income before tax | $203,574 | $154,497 | $74,728 | |
Note 4. Financial instruments
F-21
Fair value measurements
The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of
input within the fair value hierarchy:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| Cash and Cash Equivalents | (in thousands) | |
| Level 1 | |
| Cash | $160,252 | $251,452 | |
| Money market funds | 89,157 | 12,479 | |
| Level 2 | |
| Commercial paper | $35,139 | $5,150 | |
| Term deposits | 41,614 | 20,157 | |
| Structured debt securities | 15,876 | 1,455 | |
| Total | $342,038 | $290,693 | |
Investment Securities
The following table presents for each reporting period, the breakdown of investment securities held at cost basis:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| |
| (in thousands) | |
| Securities Held-to-maturity | |
| Commercial paper | $17,366 | $15,584 | |
| Structured debt securities | 17,625 | 26,242 | |
| Corporate debt securities | 11,750 | | |
| Total | $46,742 | $41,826 | |
The gross unrealized gains or (loss) on our investment securities were not material as of December 31, 2025 , 2024 and
2023.
For our investment securities, the fair value approximates the carrying amount, given the nature of the term deposit and
the maturity of the expected cash flows.
The following table classifies our held-to-maturity securities by contractual maturities:
| |
| Held-to-maturity | |
| December 31, 2025 | |
| |
| (in thousands) | |
| Due in one year | $23,242 | |
| Due in one to five years | 23,500 | |
| Total | $46,742 | |
Our investments in nonmarketable equity securities were not material for the year ended December 31, 2025.
F-22
Note 5. Trade Receivables
The following table shows the breakdown in trade receivables net book value for the presented periods:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| (in thousands) | |
| Trade accounts receivables | $607,983 | $829,462 | |
| (Less) Allowance for doubtful accounts | (25,881) | (28,603) | |
| Net carrying value at end of period | $582,102 | $800,859 | |
Changes in allowance for doubtful accounts are summarized below:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Balance at beginning of period | $(28,603) | $(43,348) | $(47,792) | |
| Provision for doubtful accounts | (11,524) | (12,910) | (15,709) | |
| Write-offs, net of recoveries | 15,553 | 26,695 | 21,027 | |
| Currency translation adjustment | (1,307) | 960 | (874) | |
| Balance at end of period | $(25,881) | $(28,603) | $(43,348) | |
Accounts receivable balances are written-off once the receivables are no longer deemed collectible.
During the years ended December 31, 2025, 2024 and 2023, the Company recovered $4.5million, $7.6million and
$1.4million, previously reserved for, and accounted for this as a reversal of provision.
During 2025, a large US retailer that is a customer primarily in the Company's Performance Media segment
experienced financial difficulty and subsequently filed for bankruptcy. As of year end 2025, the Company recorded a full
allowance for $5.9million for the related receivables.
Note 6. Other Current and Noncurrent Assets
The following table presents the components of prepaid expenses and other current assets, net, for the periods
presented:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| (in thousands) | |
| Prepayments to suppliers | $39,294 | $40,579 | |
| Other current assets | 13,916 | 10,308 | |
| Total | $53,210 | $50,887 | |
Prepayments to suppliers include capitalized costs related to the implementation of cloud computing arrangements that
are service contracts and are amortized on a straight-line basis over the term of the associated hosting arrangements. As
of December 31, 2025 and 2024, the gross capitalized costs were $25.6million and $18.7million, respectively. For the
years ended December 31, 2025, 2024 and 2023 amortization expense was $9.5million, $7.6million and $5.3million
respectively.
F-23
Other current assets include an indemnification receivable of $5.5million related to a legal matter, restricted cash, and
other non-trade receivables. As of December 31, 2025 and2024, restricted cash was $0.3million and $0.3million,
respectively.
Other noncurrent assets as of December 31, 2025 and 2024 of $45.7million and $61.2million are primarily comprised of
the indemnification asset of $37.2million and $50.0million, respectively, recorded against certain tax liabilities related to
the Iponweb Acquisition.
Note 7. Property and Equipment, Net
Major classes of property and equipment were as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| (in thousands) | |
| Computer equipment | $310,362 | $282,703 | |
| Furniture and fixtures | 6,686 | 5,419 | |
| Construction in progress (1) | 11,901 | 876 | |
| Leasehold improvements | 24,492 | 20,728 | |
| Gross book value at end of period | 353,441 | 309,726 | |
| Less: Accumulated depreciation | (214,111) | (202,504) | |
| Net book value at end of period | $139,330 | $107,222 | |
(1) Includes leasehold improvements projects which are not yet ready for the intended use.
Depreciation expense for 2025, 2024 and 2023 was $33.3million, $41.1million and $51.4 million, respectively.
Note 8. Intangible assets
The table shows the breakdown and changes in carrying value of intangible assets:
| |
| December 31, 2025 | December 31, 2024 | |
| Gross Carrying Amount | Accumulated Amortization | Impairment | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Impairment | Net Carrying Amount | |
| Internally developed software | $217,629 | $(143,990) | $ | $73,639 | $125,831 | $(81,034) | $(1,047) | $43,750 | |
| Internally developed software in progress | 57,665 | | (2,462) | 55,203 | 62,923 | | (1,899) | 61,024 | |
| Acquired technology | 166,019 | (150,226) | | 15,793 | 150,199 | (106,914) | (2,742) | 40,543 | |
| Acquired customer relationships | 102,269 | (95,051) | | 7,218 | 97,802 | (84,735) | | 13,067 | |
| Total intangible assets | $543,582 | $(389,267) | $(2,462) | $151,853 | $436,755 | $(272,683) | $(5,688) | $158,384 | |
F-24
Additions to Intangible Assets are comprised of internally developed software technology for the years ended December
31, 2025 and 2024. Impairment expense of $2.5 million and $5.7 million has been recognized for the year ended
December 31, 2025 and 2024 in Research and Development Expense in the Consolidated Statement of Operations. No
material impairment expense was recognized during the year ended December 31, 2023.
During the year ended December 31, 2025, the Company recorded accelerated amortization of $7.9million and a
nonrecurring impairment charge of $0.9million related to internally developed intangible assets following Alphabet Inc.'s
decision not to deprecate third-party cookies in Chrome.
Amortization expense was $89.0million, $48.3million and $33.4million for the years ended December 31, 2025, 2024
and 2023, respectively.
As ofDecember 31, 2025, expected amortization expense for intangible assets for the next five years and thereafter is as
follows:
| |
| Software | Technology and customer relationships | Total | |
| 2026 | $49,158 | $15,205 | $64,363 | |
| 2027 | 44,697 | 1,415 | 46,112 | |
| 2028 | 25,786 | 1,415 | 27,201 | |
| 2029 | 9,201 | 1,415 | 10,616 | |
| 2030 | | 1,415 | 1,415 | |
| Thereafter | | 2,146 | 2,146 | |
| Total | $128,842 | $23,011 | $151,853 | |
F-25
Note 9. Goodwill
Goodwill allocated to the two reportable segments and the changes in the carrying amount for the years ended December
31, 2025 and 2024 were as follows:
| |
| Retail Media | Performance Media | Total | |
| (in thousands) | |
| Balance at January 1, 2024 | $149,679 | $374,518 | $524,197 | |
| Currency translation adjustment | (4,718) | (4,291) | (9,009) | |
| Balance at December 31, 2024 | $144,961 | $370,227 | $515,188 | |
| Currency translation adjustment | 6,867 | 13,706 | 20,573 | |
| Balance at December 31, 2025 | $151,828 | $383,933 | $535,761 | |
Note 10. Financial Liabilities
We are party to several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of
December 31, 2025 and 2024 are presented in the table below:
| |
| Nominal/ Authorized amounts | Amount Outstanding as of December 31, 2025 | Amount Outstanding as of December 31, 2024 | |
| Nature | (in thousands) | Interest rate | Maturity date | |
| |
| Bank Syndicate RCF - September 2022 | 407,000 | 407,000 | 407,000 | Floating rate: EURIBOR / SOFR + margin depending on leverage ratio | September 2027 | |
| Other short-term lines of credit | 21,500 | 21,500 | 21,500 | EURIBOR | |
The Bank Syndicate Revolving Line of Credit is an unsecured sustainability-linked facility, subject to financial and nonfinancial covenants linked to our sustainability goals. As of year-end December 31, 2025, and 2024, we were in compliance with the required covenants.As of December 31, 2025, and 2024, no amounts have been drawn or are outstanding under the Revolving Credit Facility. We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of 21.5million ($25.3million) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2025, and 2024 we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate such facilities on short notice.The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange rate fluctuations. The following table shows the maturity of our financial liabilities:
| |
| Carrying value | 2026 | 2027 | 2028 | 2029 | 2030 | |
| (in thousands) | |
| Financial derivatives | $11,360 | $11,360 | $ | $ | $ | $ | |
| Total Financial liabilities | $11,360 | $11,360 | $ | $ | $ | $ | |
F-26
Note 11. Leases
The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with
lease periods expiring between 2026 and 2036. The components of lease expense are as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Lease expense | $35,745 | $39,361 | $36,637 | |
| Short term lease expense | 477 | 950 | 678 | |
| Variable lease expense | 1,674 | 1,697 | 877 | |
| Sublease income | (995) | (1,398) | (921) | |
| Total operating lease expense | $36,901 | $40,610 | $37,271 | |
As ofDecember 31, 2025, future minimum lease payments are as follows:
| |
| Total | |
| (in thousands) | |
| 2026 | $38,704 | |
| 2027 | 38,016 | |
| 2028 | 32,317 | |
| 2029 | 21,552 | |
| 2030 | 11,004 | |
| Thereafter | 9,795 | |
| Total minimum lease payments | 151,388 | |
| Impact of Discount Rate | (13,026) | |
| Total Lease Liability | $138,362 | |
The weighted average remaining lease term and discount rates as of December 31, 2025 and 2024 are as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| Weighted average remaining lease term (years) | 4.4 | 5.0 | |
| Weighted average discount rate | 2.4% | 2.7% | |
Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2025, 2024
and 2023:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Cash paid for amounts included in the measurement of lease liabilities : | |
| Operating cash flows for operating leases | $(33,669) | $(39,342) | $(38,059) | |
| Lease liabilities arising from obtaining right-of-use assets | $58,008 | $28,899 | $28,696 | |
As ofDecember 31, 2025, we have additional operating leases, that have not yet commenced which will result in additional
operating lease liabilities and right of use assets:
F-27
| |
| Total | |
| (in thousands) | |
| Additional operating lease liabilities | $25,773 | |
| Additional right of use assets | $25,773 | |
These operating leases will commence during the fiscal year ending December 31, 2026.
Note 12. Other Current and Noncurrent Liabilities
Other current liabilities are presented in the following table:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| (in thousands) | |
| Rebates | $36,844 | $31,989 | |
| Customer prepayments and deferred revenue | 8,420 | 9,636 | |
| Accounts payable relating to capital expenditures | 18,126 | 1,758 | |
| Other creditors | 4,888 | 6,436 | |
| Total | $68,277 | $49,819 | |
Accounts payable relating to capital expenditures are primarily related to the purchase of datacenter equipment.
Other noncurrent liabilities are presented in the following table:
| |
| Year Ended December 31, | |
| 2025 | 2024 | |
| (in thousands) | |
| Uncertain tax positions | $28,675 | $18,884 | |
| Other | 3,151 | 1,569 | |
| Total | $31,826 | $20,453 | |
Refer to Note 17 Income Taxes for more information on the uncertain tax positions.
Note 13. Employee Benefits
Defined Benefit Postretirement Plans
According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on
retirement, equal to up to twelve months of their salary based on term of employment.
The following table summarizes the changes in the projected benefit obligation:
F-28
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Accumulated postretirement benefit obligation - beginning of period | $4,709 | $4,123 | $3,708 | |
| Service cost | 785 | 687 | 707 | |
| Interest cost | 200 | 158 | 161 | |
| Curtailment | | (192) | (306) | |
| Actuarial losses (gains) | (622) | 216 | (290) | |
| Currency translation adjustment | 635 | (283) | 143 | |
| Accumulated postretirement benefit obligation - end of period | $5,707 | $4,709 | $4,123 | |
The Company does not hold any plan assets for any of the periods presented.
The main assumptions used for the purposes of the actuarial valuations are listed below:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| Discount rate (Corp AA) | 4.5% | 3.9% | 3.9% | |
| Expected rate of salary increase | 7.0% | 7.0% | 7.0% | |
| Expected rate of social charges | 50.0% | 49.0% | 48.0% | |
| Expected staff turnover | Company age-based table | Company age-based table | Company age-based table | |
| Estimated retirement age | 65 years old | 65 years old | Progressive table | |
| Life table | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted | TH-TF 2000-2002 shifted | |
Defined Contribution Plans
The Company also provides qualified defined contribution plans primarily in France, the United States, and the United
Kingdom. The most significant of these plans is the 401(k) Plan, which covers eligible U.S. employees. Employees can
contribute to the plans a specified percentage of their eligible compensation, subject to matching contributions from the
Company on behalf of the eligible employee. The following table shows the Company's agreed contributions, reported in
the Consolidated Statement of Operations for the period.
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Defined contributions plan expenses | $(20,067) | $(19,062) | $(18,342) | |
F-29
Note 14. Common shares and Treasury stock
Change in Number of Shares
| |
| Number of ordinary shares | |
| Balance at January 1, 2024 | 55,765,091 | |
| of which Common shares | 61,165,663 | |
| of which Treasury stock | (5,400,572) | |
| |
| Issuance of shares under share option and free share plans (1) | (3,420,824) | |
| Treasury Shares Issued for RSU Vesting | 2,366,158 | |
| Treasury Shares Issued for LUS Vesting | 1,953,761 | |
| Treasury Shares Retired (1) | 3,590,000 | |
| Share repurchase program | (5,976,764) | |
| Balance at December 31, 2024 | 54,277,422 | |
| of which Common shares | 57,744,839 | |
| of which Treasury stock | (3,467,417) | |
| |
| Issuance of shares under share option and free share plans (2) | (2,084,944) | |
| Treasury Shares Issued for RSU Vesting | 2,157,390 | |
| Treasury Shares Issued for LUS Vesting | | |
| Treasury Shares Retired (2) | 2,195,000 | |
| Share repurchase program | (5,393,002) | |
| Balance at December 31, 2025 | 51,151,866 | |
| of which Common shares | 55,659,895 | |
| of which Treasury stock | (4,508,029) | |
(1) Adopted by the Board of Directors on April 25, 2024 and December 5, 2024
(2) Adopted by the Board of Directors on December 8, 2025
Note 15. Share-Based Compensation
Equity awards Compensation Expense
Equity awards compensation expense recorded in the consolidated statements of operations was as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Research and Development | $(21,697) | $(54,027) | $(54,794) | |
| Sales and Operations | (19,404) | (21,457) | (20,011) | |
| General and Administrative | (17,467) | (27,133) | (22,380) | |
| Total equity awards compensation expense (1) | (58,568) | (102,617) | (97,185) | |
| Tax benefit from equity awards compensation expense | 6,886 | 10,086 | 7,864 | |
| Total equity awards compensation expense, net of tax effect | $(51,682) | $(92,531) | $(89,321) | |
(1) The periods ended December 31, 2025 and 2024, are presented net of $5.8 million and $4.0 million, respectively, capitalized stock-based compensation
relating to internally developed software.
F-30
During the year ended December 31, 2025, the departures of the Companys former Chief Executive Officer and Chief
Revenue Officer resulted in the forfeiture of unvested stock-based compensation awards of both restricted and
performance based awards. As a result, the Company reversed $4.5million of previously recognized stock-based
compensation expense, which is reflected, respectively as a reduction of $3.4million in General and Administrative
expense and a reduction of $1.1million in Sales and Operations, for the year ended December 31, 2025. The summary of
the forfeitures by award type is presented in the tables below.
The breakdown of the equity award compensation expense by instrument type was as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Restricted stock units and Performance stock units | $(58,568) | $(66,736) | $(61,949) | |
| Lock-up shares | | (34,013) | (33,224) | |
| Nonemployee warrants | | (1,822) | (1,922) | |
| Stock options | | (46) | (90) | |
| Total equity awards compensation expense (1) | (58,568) | (102,617) | (97,185) | |
| Tax benefit from equity awards compensation expense | 6,886 | 10,086 | 7,864 | |
| Total equity awards compensation expense, net of tax effect | $(51,682) | $(92,531) | $(89,321) | |
(1) The periods ended December 31, 2025 and 2024, are presented net of $5.8 million and $4.0 million, respectively, capitalized stock-based compensation
relating to internally developed software.
A detailed description of each instrument type is provided below.
Restricted Stock Units and Performance Stock Units
During the year ended December 31, 2025, the Company granted new equity awards under our current equity
compensation plans, which were comprised of restricted stock units (RSU), and performance-based awards for the
Companys senior executives, which are subject to the achievement of certain performance goals (Financial PSU) or to
share price metrics tied to total shareholder return (TSR PSU).
Restricted Stock Units
Restricted stock units generally vest over four years, subject to the holders continued service. The grant date fair value is
determined by the Company's Nasdaq share price the day prior to the grant.
| |
| Shares (RSU) | Weighted-Average Grant Date Fair Value Per Share | |
| |
| |
| Outstanding as of December 31, 2024 | 4,422,434 | $34.45 | |
| Granted | 2,465,484 | 29.14 | |
| Vested | (1,831,852) | 30.54 | |
| Forfeited | (537,369) | 34.10 | |
| Outstanding as of December 31, 2025 | 4,518,697 | $33.15 | |
The RSUs generally vest over a four-year period, with expense recognized on a graded vesting basis over the requisite
service period for each separately vesting tranche. A total of 2,465,484 shares have been granted under this plan in the
year 2025, with a weighted-average grant-date fair value of $29.14.
As of December 31, 2025, the Company had unrecognized stock-based compensation relating to restricted stock units of
approximately $78.9million, which is expected to be recognized over a weighted-average period of 3.1 years.
F-31
Performance Stock Units
Performance stock units (PSUs) are subject to either internal financial performance conditions or external market
conditions.
Financial PSUs
Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC,
Contribution ex-TAC of Retail Media and Adjusted EBITDA. In the period ending December 31, 2025, a total of 217,239
shares have been granted at target with a vesting period of three years. The target shares are subject to a range of vesting
from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 434,478. The
grant-date fair value is determined by the Company's Nasdaq share price the day prior to the grant. The weighted average
grant-date fair value of those plans is $28.27 per share for a total fair value of approximately $6.1million, to be expensed
on a straight-line basis over the respective vesting period.
The number of shares granted, vesting and outstanding subject to performance conditions is as follows:
| |
| Shares (PSU) | Weighted-Average Grant Date Fair Value Per Share | |
| |
| |
| Outstanding as of December 31, 2024 | 836,008 | $33.47 | |
| Granted | 217,239 | 28.27 | |
| Performance share adjustment | (38,264) | | |
| Vested | (322,701) | 33.48 | |
| Forfeited | (250,143) | 34.67 | |
| Outstanding as of December 31, 2025 | 442,139 | $31.89 | |
As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units
of approximately $3.9million, which is expected to be recognized over a weighted-average period of 2.6 years.
TSR PSUs
TSR PSUs are earned based on the Companys total shareholder return relative to the Nasdaq Composite Index, and
certain other vesting conditions. In the period ending December 31, 2025, 217,239 shares have been granted at target
under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are
subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of
434,478. The grant-date fair value is approximately $12.4million, to be expensed on a straight-line basis over the
respective vesting period.
The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:
| |
| Expected volatility of the Company | 40.33% | |
| Expected volatility of the benchmark | 77.41% | |
| Risk-free rate | 3.95% | |
| Expected dividend yield | % | |
The number of shares granted, vested and outstanding subject to market conditions is as follows:
F-32
| |
| Shares (TSR) | Weighted-Average Grant Date Fair Value Per Share | |
| |
| |
| Outstanding as of December 31, 2024 | 259,138 | $51.28 | |
| Granted | 217,239 | 57.03 | |
| Vested | | | |
| Forfeited | (162,994) | 52.91 | |
| Outstanding as of December 31, 2025 | 313,383 | $54.41 | |
As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units
based on market conditions of $11.5million, which is expected to be recognized over a weighted-average period of 1.8
years.
Modification of Performance Stock Units
On December 22, 2025, the Board of Directors approved modifications to the terms of certain outstanding and unvested
PSUs previously granted, as further described below.
The modification of Financial PSUs amended the performance targets to allow for previously unvested and unearned
performance awards that were not probable to vest, to vest, subject to three-year service period. This modification
pertained to all nine grantees and was accounted for as an improbable-to-probable Type III modification under ASC 718,
Compensation - Stock Compensation, resulting in no incremental compensation expense. The fair value of the modified
performance awards was estimated using the closing stock price on the date of modification.
The modification of TSR PSUs replaced the market condition with financial performance conditions to be determined at a
later date, subject to three-year service period. This modification pertained to grants awarded to our Chief Executive Officer
and was accounted for as a probable-to-probable Type I modification under ASC 718, resulting in incremental
compensation expense of $0.4million, over the remaining service period, of which an immaterial amount was recognized
during year-end December 31, 2025. The incremental fair value of the modified awards was measured as the difference
between the fair value of the modified award and the fair value of the original award as of the modification date.
Lock-up shares
On August 1, 2022, the Company transferred 2,960,243 treasury shares (the Lock-up Shares) to the Iponweb Founder as
partial consideration for the Iponweb acquisition. These shares were accounted for as share-based compensation in
accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was
recognized within Research and Development in the Consolidated Statement of Income. As of December 31, 2024, all
Lock-up Shares were fully vested, and there was no remaining unrecognized stock-based compensation expense related
to these awards.
Nonemployee warrants
Nonemployee warrants generally vest over four years, subject to the holders continued service through the vesting date.
F-33
| |
| Shares | Weighted-Average Grant Date Fair Value Per Share | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value (in thousands) | |
| |
| |
| Outstanding - December 31, 2024 | 159,897 | $18.31 | 3.6 | $3,528.7 | |
| Granted | | |
| Exercised | | |
| Cancelled | | |
| Expired | | |
| Outstanding - December 31, 2025 | 159,897 | $18.31 | 2.6 | $1,300.0 | |
| |
| Vested and exercisable - December 31, 2025 | 159,897 | |
The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. During the period ended December 31, 2025 there were no exercises of nonemployee warrants. No new nonemployee warrants were granted in the year ending December 31, 2025. As of December 31, 2025, all instruments have fully vested.Stock Options Stock options granted under the Companys stock incentive plans generally vest over four years, subject to the holders continued service through the vesting date and expire no later than 10 years from the date of grant.
| |
| Options Outstanding | |
| Number of Shares Underlying Outstanding Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | Aggregate Intrinsic Value(in thousands) | |
| |
| Outstanding - December 31, 2024 | 218,681 | $20.49 | 4.5 | $4,340.6 | |
| Options granted | | |
| Options exercised | (111,156) | |
| Options forfeited | (1,100) | |
| Options canceled | | |
| Options expired | (19,710) | |
| Outstanding - December 31, 2025 | 86,715 | $17.35 | 4.0 | $276.0 | |
| |
| Vested and exercisable - December 31, 2025 | 86,715 | |
The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised was $0.4million, $0.8million and $0.2million for the years ended December 31, 2025, 2024 and 2023, respectively. No new stock options were granted in the year ending December 31, 2025 and December 31, 2024. As of December 31, 2025, there was no remaining unrecognized stock-based compensation related to unvested stock options.F-34Note 16. Financial and Other Income and ExpensesThe condensed consolidated statements of income line item Financial and Other Income (Expense) can be broken down as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| |
| Financial income from cash equivalents | $5,658 | $10,068 | $4,678 | |
| Interest and fees | (2,461) | (1,824) | (2,244) | |
| Foreign exchange (loss) income | (2,217) | (3,534) | (7,553) | |
| Discounting impact | | (1,767) | (5,289) | |
| Other financial income (expense) | (171) | 152 | 7,918 | |
| Total financial and Other Income (Expense) | $809 | $3,095 | $(2,490) | |
The $0.8 million financial and other income for the period ended December 31, 2025 was mainly driven by interest income
offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to market, and
the financial expenses related to our 407million available Revolving Credit Facility ("RCF").
The $3.1 million financial and other income for the period ended December 31, 2024 was mainly driven by interest income
offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to market, the
accretion of the earn-out liability related to the Iponweb acquisition, and the financial expense relating to our 407million
available RCF.
The $(2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds
from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange,
including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and
financial expense relating to our 407million available RCF.
F-35
Note 17. Income Taxes
Provision for Income Taxes
The components of income from continuing operations before income taxes and the related provision for income taxes,
disaggregated between domestic and foreign operations, are as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| Domestic | Foreign | Total | Domestic | Foreign | Total | Domestic | Foreign | Total | |
| (in thousands) | |
| PretaxIncome | $66,813 | $136,761 | $203,574 | $65,357 | $89,140 | $154,497 | $38,313 | $36,415 | $74,728 | |
| Current Tax Expense | 12,999 | 48,729 | 61,728 | 9,943 | 55,881 | 65,824 | 3,755 | 39,917 | 43,672 | |
| Deferred Tax Expense (Benefit) | 574 | (8,107) | (7,533) | (1,302) | (24,738) | (26,040) | 634 | (24,222) | (23,588) | |
| Total Provision for Income Taxes | $13,573 | $40,622 | $54,195 | $8,641 | $31,143 | $39,784 | $4,389 | $15,695 | $20,084 | |
In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules
defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with
consolidated revenue above 750million. Numerous jurisdictions have enacted or are in the process of enacting legislation
to adopt a minimum effective tax rate. As of December 31, 2025 and 2024, the adoption of Pillar Two resulted in an impact
of $0.7million and $3.0million respectively recognized in Provision for income taxes within the Consolidated Statement of
Operations. The Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes
available.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted, introducing significant changes to both U.S.
domestic and international tax provisions. The legislation did not have a material impact on our income tax expense for the
year ended December 31, 2025 and did not have a material impact on our effective income tax rate.
F-36
Reconciliation of the French Statutory Income Tax Rate to the Effective Income Tax Rate
The following tables shows the reconciliation between the effective and standard French rate of 25.8% after the adoption of
ASU 2023-09 is as follows:
| |
| 2025 | |
| (in thousands) | |
| Tax expense at French Statutory Rate | $52,563 | |
| Increase / decrease in tax expense arising from: | |
| Nontaxable or nondeductible items | (828) | (0.4)% | |
| Income eligible to reduced taxation rate (1) | (9,273) | (4.6)% | |
| Changes in Unrecognized Tax Benefit | 10,359 | 5.1% | |
| Other | 3,368 | 1.7% | |
| Foreign Tax effects | |
| USA | |
| Statutory tax rate difference between U.S. and France | (3,709) | (1.8)% | |
| State and Local Taxes | 2,734 | 1.3% | |
| Nondeductible compensation | 3,541 | 1.7% | |
| Other | (62) | % | |
| Germany | |
| State and Local Taxes | 3,204 | 1.6% | |
| Other | (710) | (0.3)% | |
| UK | |
| Valuation Allowance Release | (9,735) | (4.8)% | |
| Other | 459 | 0.2% | |
| Other Foreign | |
| Other | 2,284 | 1.1% | |
| Provision for Income Taxes | $54,195 | |
| Effective tax rate | 26.6% | |
(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income
F-37
A reconciliation of the provision for income taxes to the amount computed by applying the 25.8% French statutory income
tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:
| |
| Year Ended December 31, | |
| 2024 | 2023 | |
| |
| (in thousands) | |
| |
| Tax expense at French Statutory Rate | 39,891 | 19,295 | |
| Increase / decrease in tax expense arising from: | |
| French Research Tax Credit, Crdit dImpt Recherche (CIR) | (1,809) | (2,376) | |
| Shared-based Compensation | 5,722 | 8,764 | |
| Non-tax deductible provision from loss contingency on regulatory matters (see Note 19) | | (5,546) | |
| Nondeductible Expenses | 7,745 | 5,274 | |
| Non recognition of deferred tax assets | 366 | 878 | |
| Utilization or recognition of previously unrecognized tax losses | (5,839) | (1,760) | |
| French Business Tax "Cotisation sur la Valeur Ajoute des Entreprises" ("CVAE") | 1,237 | 1,593 | |
| Income eligible to reduced taxation rate (1) | (5,795) | (4,341) | |
| Effect of different tax rates | 292 | (922) | |
| Other differences | (2,026) | (775) | |
| Provision for income taxes | $39,784 | $20,084 | |
| Effective tax rate | 25.8% | 26.9% | |
(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income
Deferred Tax Assets and Liabilities
The following table shows the changes in the major sources of deferred tax assets and liabilities:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Net deferred tax assets : | |
| Intangibles including capitalized R&D costs | $53,599 | $49,296 | $24,340 | |
| Net operating loss carryforwards | 14,983 | 14,330 | 17,734 | |
| Personnel-related accruals | 9,834 | 10,104 | 9,958 | |
| Shared-based Compensation | 8,282 | 12,328 | 6,067 | |
| Tax Credits | 5,896 | 5,917 | 5,788 | |
| Bad debt allowance | 4,732 | 5,034 | 7,389 | |
| Other | 4,260 | 4,843 | 6,769 | |
| Other accruals | 2,797 | 2,708 | 3,346 | |
| Total Deferred Tax Assets | $104,383 | $104,560 | $81,391 | |
| |
| Valuation allowance | (18,979) | (27,621) | (29,794) | |
| |
| Total Deferred Tax Assets, net of valuation allowance | $85,404 | $76,939 | $51,597 | |
F-38
Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our
Consolidated Financial Statements. As of December 31, 2025, 2024 and 2023, the valuation allowance against net
deferred income taxes amounted to 19.0 million, 27.6 million and 29.8 million, respectively, which related mainly to Criteo
Corp. ($5.9million, $5.9million and $5.7million, respectively), Criteo Brazil ($0.0million, $0.0million and $2.7million,
respectively), Criteo UK ($0.0million, $9.3million and $10.7million, respectively), Criteo Singapore ($0.0million,
$0.0million and $1.2million, respectively), Criteo Australia Pty ($4.0million, $2.9million and $2.9million, respectively) and
Criteo France ($9.0million, $8.7million and $5.0million, respectively).
During the year ended December 31, 2025, the Company released a valuation allowance of approximately $9.7 million
related to deferred tax assets in the United Kingdom, primarily as a result of sustained profitability.
The Company mainly has net operating loss carryforwards in the U.S. for $35.4million in various states, which begin to
expire in 2031 and net operating loss carryforwards in the United Kingdom for $30.4million, which have no expiration date.
The company has $5.9million of state R&D tax credits in the US, which can be carry-forward indefinitely.
Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the
ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could
result in the expiration of the net operating loss and tax credit carryforwards before their utilization.
As of December 31, 2025, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We
intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to
such amounts.
Uncertain Tax Positions
The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended
December 31, 2025, 2024 and 2023:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| |
| (in thousands) | |
| |
| Beginning balance of unrecognized tax benefits | $12,428 | $12,229 | $13,315 | |
| Increases (Decreases) related to current year tax positions | 10,344 | 199 | (1,086) | |
| Ending balance of unrecognized tax benefits (excluding interest and penalties) | 22,772 | 12,428 | 12,229 | |
| Interest and penalties associated with unrecognized tax benefits | 7,207 | 5,589 | 4,558 | |
| Ending balance of unrecognized tax benefits (including interest and penalties) | $29,979 | $18,017 | $16,787 | |
During the year ended December 31, 2025, the Company recorded an unrecognized tax benefit of approximately $8.4
million related to certain income tax positions associated with stock-based compensation, based on managements
evaluation of the relevant facts and circumstances as of December 31, 2025, in accordance with ASC 740.
The Company files income tax returns in France, the United States (at the federal and state levels), and various other
foreign jurisdictions, and is subject to income tax examinations by tax authorities in these jurisdictions. The Company is
currently under examination in France for the 2022 and 2023 tax years. Other tax years and jurisdictions remain subject to
examination under applicable statutes of limitations. The ultimate resolution of uncertain tax positions depends on the
interpretation of applicable tax laws and regulations and may be affected by future developments, including examination
outcomes, changes in facts and circumstances, or the expiration of applicable statutes of limitations. Management
evaluates uncertain tax positions based on the relevant risks, facts, and circumstances existing at each reporting date and
believes that the recorded liabilities adequately reflect these uncertainties. Actual outcomes may differ from managements
estimates and could affect the Companys effective income tax rate in future periods.
F-39
Cash Paid For Income Taxes
The following table presents the Companys cash income taxes paid (net of refunds), including the total amount and
amounts paid in individual foreign jurisdictions that exceeded 5 percent of total cash income taxes paid:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| Domestic | $1,806 | $614 | $2,382 | |
| Foreign | |
| US | 47,660 | 29,376 | 28,840 | |
| Japan | 8,349 | 2,709 | 2,624 | |
| Spain | | 5,184 | | |
| Other Foreign | 7,115 | 2,822 | 6,281 | |
| Total | $64,930 | $40,705 | $40,127 | |
Note 18. Earnings Per Share
Basic Earnings Per Share
The components of Basic EPS for the years ended December 31, 2025, 2024 and 2023, were as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| |
| (in thousands, except share data) | |
| |
| Net income attributable to shareholders of Criteo S.A. | $144,602 | $111,571 | $53,259 | |
| Weighted average number of shares outstanding (Note 14) | 52,934,526 | 54,817,136 | 56,170,658 | |
| Basic earnings per share | $2.73 | $2.04 | $0.95 | |
Diluted Earnings Per Share
Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based compensation plans using
the treasury stock method. There were no other potentially dilutive instruments outstanding as of December 31, 2025, 2024
and 2023. Consequently all potential dilutive effects from shares are considered.
For each period presented, a contract to issue a certain number of shares (i.e., stock options and nonemployee warrants)
was assessed as potentially dilutive, if it was in the money (i.e., the exercise or settlement price is lower than the average
market price).
F-40
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| |
| (in thousands, except share data) | |
| |
| Net income attributable to shareholders of Criteo S.A. | $144,602 | $111,571 | $53,259 | |
| Basic shares: | |
| Weighted average number of shares outstanding of Criteo S.A. | 52,934,526 | 54,817,136 | 56,170,658 | |
| Dilutive effect of: | |
| Restricted share awards ("RSUs") and Performance share awards ("PSUs") | 1,799,709 | 2,904,711 | 2,643,129 | |
| Lock-up shares ("LUSs") | | 711,941 | 1,261,947 | |
| Stock options | 36,045 | 112,491 | 104,294 | |
| Share warrants | 22,260 | 59,250 | 51,599 | |
| Weighted average number of shares outstanding used to determine diluted earnings per share | 54,792,540 | 58,605,529 | 60,231,627 | |
| Diluted earnings per share | $2.64 | $1.90 | $0.88 | |
The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could
potentially dilute EPS in the future are as follows:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| |
| Restricted share awards | 2,019,480 | 236,039 | 348,675 | |
| Weighted average number of anti-dilutive securities excluded from diluted earnings per share | 2,019,480 | 236,039 | 348,675 | |
Note 19. Commitments and contingencies
Contractual Commitments
We have $68.4 million of non-cancelable contractual commitments as of December 31, 2025, which are primarily related to
software licenses, maintenance and bandwidth for our servers.
The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2025 :
| |
| Total | |
| (in thousands) | |
| 2026 | $52,007 | |
| 2027 | 8,701 | |
| 2028 | 4,475 | |
| 2029 | 2,185 | |
| 2030 | 982 | |
| Total | $68,350 | |
Contingencies
From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of
our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually
or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.
Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,
diversion of management resources and other factors.
F-41
The amount of the provisions represents managements latest estimate of the expected impact.
Legal and Regulatory Matters
Following a complaint from Privacy International against a number of advertising technology companies with certain data
protection authorities, including in France, France's Commission Nationale de l'Informatique et des Liberts (the "CNIL")
opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained
alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction
against Criteo from the original amount of 60million ($70.5million) to 40million ($47.0million). Criteo issued the
required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any
obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State
(Conseil dEtat).
As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. District Court for
the Northern District of California) alleging violations of various state and federal laws. In the third quarter of 2025, the
Company agreed to settle the matter for $7.0million, subject to court approval. GoodRx agreed to indemnify the Company
for $5.5million, subject to court approval of the settlement with plaintiffs. In January 2026, the court denied approval of the
proposed settlement. The Company continues to engage in discussions with the plaintiffs and GoodRx to address the
Judges requests and re-file the settlement agreement. Based on management's assessment of the underlying facts and
circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the
Company recognized an estimated probable loss of $7.0million within Contingencies-current portion as of December 31,
2025 and an indemnification receivable of $5.5million within Prepaid expenses and other current assets. The resulting
estimated net probable loss of $1.5million was recognized within General and administrative expenses in the Companys
consolidated statement of operations for the year ended December 31, 2025. The results of legal proceedings are
inherently uncertain and it is reasonably possible that the ultimate loss may differ from our estimate.
On July 9, 2025, a putative class action was filed against the Company, CVS and others in the U.S. District Court for the
Central District of California, alleging violations of various laws regarding sensitive health and personal information. On
October 27, 2025, the action was dismissed with respect to the Company. On November 7, 2025, a second amended
putative class action complaint was filed against the Company, CVS and others in the U.S. District Court for the Central
District of California, again alleging violations of various laws regarding sensitive health and personal information. The
plaintiffs seek damages and injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves
vigorously in these matters. On January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are
currently engaged in mediation.
On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for
the District of Delaware. The complaint was served to the Company on October 21, 2025. The plaintiffs seek damages and
injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.
Non income tax risks
During the year ended December 31, 2025, management reassessed the provision related to certain non-income tax
matters recognized under ASC 450, Contingencies, reducing the balance from $31.9million to $22.7million. These risks
were initially identified and recognized as part of the Iponweb Acquisition in 2022. In accordance with the purchase
agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an
indemnification asset has been recorded. The indemnification asset is recorded as part of "Other noncurrent assets" on the
consolidated statement of financial position.
Note 20. Breakdown of Revenue and Noncurrent Assets
The following table presents the Company's revenue disaggregated by major product for the years ended December 31,
2025, 2024 and 2023:
F-42
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| |
| Retail Media | $263,872 | $258,303 | $209,007 | |
| |
| Commerce Growth | 1,563,093 | 1,556,751 | 1,614,905 | |
| Other | 117,936 | 118,235 | 125,533 | |
| Performance Media | 1,681,029 | 1,674,986 | 1,740,438 | |
| Total Revenue | $1,944,901 | $1,933,289 | $1,949,445 | |
The Company operates in three geographical markets:
Americas: North and South America;
Europe, Middle-East and Africa; and
Asia-Pacific.
The following table discloses our consolidated revenue for each geographical area for each of the reported periods.
Revenue by geographical area is based mainly on the location of advertisers campaigns.
Revenue generated in other significant countries where we operate is presented in the following table:
| |
| Year Ended December 31, | |
| 2025 | 2024 | 2023 | |
| (in thousands) | |
| |
| Americas | $836,670 | $892,175 | $887,247 | |
| United States | 753,286 | 802,609 | 803,288 | |
| |
| EMEA | $728,052 | $676,455 | $672,610 | |
| Germany | 207,600 | 202,653 | 200,145 | |
| France | 88,887 | 87,770 | 100,277 | |
| |
| Asia-Pacific | $380,179 | $364,659 | $389,588 | |
| Japan | 221,087 | 204,082 | 216,991 | |
For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are
presented in the table below. The geographical information includes results from the locations of legal entities.
| |
| Americas | EMEA | Asia-Pacific | Total | |
| (in thousands) | |
| |
| December 31, 2025 | $69,785 | $207,109 | $14,289 | $291,183 | |
| December 31, 2024 | $68,193 | $186,035 | $11,378 | $265,606 | |
Note 21. Subsequent Events
Share Repurchase Program extension
On February 6, 2026, the Board of Directors approved an increase to the Companys share repurchase program for the
Companys outstanding American Depositary Shares. As of February 6, 2026, following this approval, the remaining
authorization under the program was up to $200million. The Company intends to use repurchased shares under this
program primarily to satisfy employee equity plan vesting in lieu of issuing new shares, which would limit future dilution to
shareholders, and may also use such shares in connection with potential acquisition transactions.