CRITEO REPORTS FOURTH QUARTER 2025 RESULTS

Deployed $152 Million to Repurchase Shares in 2025

Remaining Share Buyback Authorization Increased up to $200 Million

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

Fourth Quarter and Fiscal Year 2025 Financial Highlights:

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

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY Change

2025

2024

YoY Change

(in millions, except EPS data)

GAAP Results

Revenue

$541

$553

(2) %

$1,945

$1,933

1 %

Gross Profit

$297

$301

(1) %

$1,049

$983

7 %

Net Income

$46

$72

(36) %

$149

$115

30 %

Gross Profit margin

55 %

54 %

1ppt

54 %

51 %

3ppt

Diluted EPS

$0.90

$1.23

(27) %

$2.64

$1.90

39 %

Cash from operating activities

$161

$169

(5) %

$311

$258

21 %

Cash and cash equivalents

$342

$291

18 %

$342

$291

18 %

Non-GAAP Results 1

Contribution ex-TAC

$330

$334

(1) %

$1,175

$1,121

5 %

Adjusted EBITDA

$120

$144

(17) %

$407

$390

4 %

Adjusted diluted EPS

$1.30

$1.75

(26) %

$4.62

$4.57

1 %

Free Cash Flow (FCF)

$134

$146

(8) %

$211

$182

16 %

FCF / Adjusted EBITDA

112 %

101 %

11ppt

52 %

47 %

5ppt

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

Operating Highlights

Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.

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

Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

Financial Summary

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

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

Cash flow from operating activities was $311 million in 2025 and Free Cash Flow was $211 million in 2025. As of December 31, 2025, we had $389 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We generated strong margins and cash flow in 2025, demonstrating the strength of our operating model. We returned $152 million to shareholders through share repurchases while maintaining a strong balance sheet, highlighting our confidence in the business and commitment to long term shareholder value."

Fourth Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

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

Net Income and Adjusted Net Income

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

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

Adjusted EBITDA and Operating Expenses

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

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

Fiscal Year 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

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

Net Income and Adjusted Net Income

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

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

Adjusted EBITDA and Operating Expenses

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

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

Cash Flow, Cash and Financial Liquidity Position

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

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

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

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

Redomiciliation to Luxembourg and Direct Listing

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

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

2026 Business Outlook

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

Fiscal year 2026 guidance:

First quarter 2026 guidance:

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

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

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

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

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

Extension of Share Repurchase Authorization

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

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

Non-GAAP Financial Measures

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

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

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

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

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

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

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

Forward-Looking Statements Disclosure

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

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

Conference Call Information

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

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

About Criteo

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

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, [email protected]

Public Relations

Jessica Meyers, [email protected]

Financial information to follow

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

December 31, 2025

December 31, 2024

Assets

Current assets:

Cash and cash equivalents

$ 342,038

$ 290,693

Trade receivables, net of allowances of $ 25.9 million and $ 28.6 million as of

December 31, 2025 and December 31, 2024, respectively

582,102

800,859

Income taxes

14,233

1,550

Other taxes

57,050

53,883

Marketable securities - current portion

23,242

26,242

Prepaid expenses and other current assets

53,210

50,887

Total current assets

1,071,875

1,224,114

Property and equipment, net

139,330

107,222

Intangible assets, net

151,853

158,384

Goodwill

535,761

515,188

Right of use asset - operating lease

134,205

99,468

Marketable securities - noncurrent portion

23,500

15,584

Noncurrent financial assets

8,314

4,332

Deferred tax assets

90,689

81,006

Other noncurrent assets

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

27,528

34,863

Financial liabilities - current portion

11,360

3,325

Lease liability - operating - current portion

33,085

25,812

Other taxes

14,713

19,148

Employee - related payables

114,416

109,227

Other current liabilities

68,277

49,819

Total current liabilities

844,654

1,046,600

Deferred tax liabilities

5,285

4,067

Defined benefit plans

5,707

4,709

Lease liability - operating - noncurrent portion

105,277

77,584

Contingencies - noncurrent portion

22,729

31,939

Other noncurrent liabilities

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 par value, 55,659,895 and 57,744,839 shares authorized

and issued, and 51,151,866 and 54,277,422 outstanding at December 31, 2025 and

December 31, 2024, respectively.

1,871

1,931

Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025

and December 31, 2024, respectively.

(120,853)

(125,298)

Additional paid-in 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

CRITEO S.A.

Consolidated Statement of Operations

(U.S. dollars in thousands, except share and per share data, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

2025

2024

Revenue

$ 541,136

$ 553,035

$ 1,944,901

$ 1,933,289

Cost of revenue

Traffic acquisition cost

211,094

218,636

770,284

811,806

Other cost of revenue

32,639

33,428

125,237

138,512

Gross profit

297,403

300,971

1,049,380

982,971

Operating expenses:

Research and development expenses

75,266

67,559

283,303

279,341

Sales and operations expenses

110,271

97,356

394,370

376,090

General and administrative expenses

39,352

41,548

168,942

176,138

Total operating expenses

224,889

206,463

846,615

831,569

Income from operations

72,514

94,508

202,765

151,402

Financial and other income

329

2,206

809

3,095

Income before taxes

72,843

96,714

203,574

154,497

Provision for income taxes

26,472

24,770

54,195

39,784

Net income

$ 46,371

$ 71,944

$ 149,379

$ 114,713

Net income attributable to shareholders of Criteo S.A.

$ 47,642

$ 71,095

$ 144,602

$ 111,571

Net (loss) income attributable to noncontrolling interests

$ (1,271)

$ 849

$ 4,777

$ 3,142

Weighted average shares outstanding used in computing per share amounts:

Basic

52,234,730

54,695,112

52,934,526

54,817,136

Diluted

53,107,946

57,640,779

54,792,540

58,605,529

Net income attributable to shareholders per share:

Basic

$ 0.91

$ 1.30

$ 2.73

$ 2.04

Diluted

$ 0.90

$ 1.23

$ 2.64

$ 1.90

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

2025

2024

Cash flows from operating activities

Net income

$ 46,371

$ 71,944

$ 149,379

$ 114,713

Noncash and nonoperating items

61,584

56,105

175,203

192,118

- Amortization and provisions

32,327

20,620

129,446

87,754

- Equity awards compensation expense

5,811

20,424

57,848

102,617

- Gain on disposal of and impairment of long-lived assets

1,787

6,494

1,728

7,418

- Change in uncertain tax positions

9,938

(7)

10,359

1,757

- Net change in fair value of earn-out

—

(2,195)

—

1,007

- Change in deferred taxes

(30,920)

(9,670)

(7,533)

(26,040)

- Change in income taxes

42,497

28,710

(21,992)

19,389

- Other

144

(8,271)

5,347

(1,784)

Changes in assets and liabilities

52,738

41,405

(13,345)

(48,670)

- Trade receivables

(15,749)

(167,111)

245,977

(28,516)

- Trade payables

34,318

193,703

(265,395)

(17,160)

- Other current assets

8,340

10,881

13,665

10,142

- Other current liabilities

24,385

2,925

(7,505)

(11,314)

- Change in operating lease liabilities and right of use assets

1,444

1,007

(87)

(1,822)

NET CASH PROVIDED BY OPERATING ACTIVITIES

160,693

169,454

311,237

258,161

Cash flows from investing activities

Acquisition of intangible assets, property and equipment

(27,429)

(24,159)

(102,739)

(78,112)

Disposal of intangibles assets, property and equipment

934

765

2,013

1,476

Payment for businesses, net of cash acquired

—

(527)

Purchases of investment securities

(5,257)

(20,950)

(28,436)

(26,688)

Maturities and sales of investment securities

(258)

5,409

28,029

5,950

NET CASH USED IN INVESTING ACTIVITIES

(32,010)

(38,935)

(101,133)

(97,901)

Cash flows from financing activities

Proceeds from exercise of stock options

—

117

1,897

4,550

Repurchase of treasury stocks

(36,620)

(67,103)

(152,064)

(224,595)

Cash payment for contingent consideration

—

(51,983)

—

(51,983)

Change in other financing activities

(475)

2,825

(1,309)

1,529

NET CASH USED IN FINANCING ACTIVITIES

(37,095)

(116,144)

(151,476)

(270,499)

Effect of exchange rates changes on cash and cash equivalents

(4,564)

(7,422)

(7,212)

(10,159)

Net increase (decrease) in cash and cash equivalents and restricted cash

87,024

6,953

51,416

(120,398)

Net cash and cash equivalents and restricted cash at the beginning of the period

255,335

283,990

290,943

411,341

Net cash and cash equivalents and restricted cash at the end of the period

$ 342,359

$ 290,943

$ 342,359

$ 290,943

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for taxes, net of refunds

$ 3,474

$ (4,606)

$ (64,930)

$ (40,705)

Cash paid for interest

$ (615)

$ (328)

$ (1,584)

$ (1,360)

Non-cash investing and financing activities:

Intangible assets, property, and equipment acquired through payables

$ 18,126

$ 1,758

$ 18,126

$ 1,758

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

2025

2024

CASH FROM OPERATING ACTIVITIES

$ 160,693

$ 169,454

$ 311,237

$ 258,161

Acquisition of intangible assets, property and equipment

(27,429)

(24,159)

(102,739)

(78,112)

Disposal of intangible assets, property and equipment

934

765

2,013

1,476

FREE CASH FLOW (1)

$ 134,198

$ 146,060

$ 210,511

$ 181,525

(1)

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

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY Change

2025

2024

YoY Change

Gross Profit

297,403

300,971

(1) %

1,049,380

982,971

7 %

Other Cost of Revenue

32,639

33,428

(2) %

125,237

138,512

(10) %

Contribution ex-TAC (1)

$ 330,042

$ 334,399

(1) %

$ 1,174,617

$ 1,121,483

5 %

(1)

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

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

Segment

2025

2024

YoY

Change

YoY

Change

Constant

Currency (2)

2025

2024

YoY

Change

YoY

Change

Constant

Currency (2)

Revenue

Retail Media

$ 76,347

$ 91,889

(17) %

(18) %

$ 263,872

$ 258,303

2 %

Performance Media

464,789

461,146

1 %

(2) %

1,681,029

1,674,986

— %

(1) %

Total

541,136

553,035

(2) %

(4) %

1,944,901

1,933,289

1 %

— %

Contribution ex-TAC

Retail Media

74,620

90,228

(17) %

(18) %

259,684

253,846

2 %

Performance Media

255,422

244,171

5 %

2 %

914,933

867,637

5 %

4 %

Total (1)

$ 330,042

$ 334,399

(1) %

(4) %

$ 1,174,617

$ 1,121,483

5 %

3 %

(1)

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

(2)

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY

Change

2025

2024

YoY

Change

Net income

$ 46,371

$ 71,944

(36) %

$ 149,379

$ 114,713

30 %

Adjustments:

Financial Income

(329)

(2,206)

85 %

(460)

(3,095)

85 %

Provision for income taxes

26,472

24,770

7 %

54,195

39,784

36 %

Equity related compensation

7,079

21,710

(67) %

59,573

105,742

(44) %

Pension service costs

203

(23)

983 %

786

495

59 %

Depreciation and amortization expense (2)

31,092

25,514

22 %

122,320

101,193

21 %

Acquisition-related costs

—

(522)

100 %

—

1,439

(100) %

Restructuring, integration and transformation costs

9,200

2,821

226 %

18,531

29,847

(38) %

Other noncash or nonrecurring events (2) (3)

—

2,372

—

Total net adjustments

73,717

72,064

2 %

257,317

275,405

(7) %

Adjusted EBITDA (1)

$ 120,088

$ 144,008

(17) %

$ 406,696

$ 390,118

4 %

(1)

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

(2)

During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3)

During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY

Change

2025

2024

YoY

Change

Research and Development expenses

$ 75,266

$ 67,559

11 %

$ 283,303

$ 279,341

1 %

Equity related compensation

5,397

9,713

(44) %

20,997

54,628

(62) %

Depreciation and Amortization expense (2)

21,454

13,740

56 %

82,911

51,936

60 %

Pension service costs

112

96 %

434

330

32 %

Restructuring, integration and transformation costs

537

412

30 %

1,025

8,576

(88) %

Other noncash or nonrecurring events (2)

—

872

—

Non GAAP - Research and Development expenses

47,766

43,637

9 %

177,064

163,871

8 %

Sales and Operations expenses

110,271

97,356

13 %

394,370

376,090

5 %

Equity related compensation

5,194

6,892

(25) %

19,384

22,985

(16) %

Depreciation and Amortization expense

2,193

3,311

(34) %

12,704

12,960

(2) %

Pension service costs

(110)

124 %

102

(32)

419 %

Restructuring, integration and transformation costs

2,269

(26)

2,358

5,467

(57) %

Non GAAP - Sales and Operations expenses

100,589

87,289

15 %

359,822

334,710

8 %

General and Administrative expenses

39,352

41,548

(5) %

168,942

176,138

(4) %

Equity related compensation

(3,512)

5,105

(169) %

19,192

28,129

(32) %

Depreciation and Amortization expense

369

391

(6) %

1,433

1,716

(16) %

Pension service costs

117 %

250

197

27 %

Acquisition-related costs

—

(522)

100 %

—

1,439

(100) %

Restructuring, integration and transformation costs

6,394

2,435

163 %

15,148

15,804

(4) %

Other noncash or nonrecurring events (3)

—

1,500

—

Non GAAP - General and Administrative expenses

36,036

34,109

6 %

131,419

128,853

2 %

Total Operating expenses

224,889

206,463

9 %

846,615

831,569

2 %

Equity related compensation

7,079

21,710

(67) %

59,573

105,742

(44) %

Depreciation and Amortization expense

24,016

17,442

38 %

97,048

66,612

46 %

Pension service costs

203

(23)

983 %

786

495

59 %

Acquisition-related costs

—

(522)

100 %

—

1,439

(100) %

Restructuring, integration and transformation costs

9,200

2,821

226 %

18,531

29,847

(38) %

Other noncash or nonrecurring events (2) (3)

$ —

$ 2,372

$ —

Total Non GAAP Operating expenses (1)

$ 184,391

$ 165,035

12 %

$ 668,305

$ 627,434

7 %

(1)

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

(2)

(3)

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income

(U.S. dollars in thousands except share and per share data, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY

Change

2025

2024

YoY

Change

Net income

$ 46,371

$ 71,944

(36) %

$ 149,379

$ 114,713

30 %

Adjustments:

Equity related compensation

7,079

21,710

(67) %

59,573

105,742

(44) %

Amortization of acquisition-related intangible assets

8,530

8,573

(1) %

37,061

34,860

6 %

Acquisition related costs

—

(522)

100 %

—

1,439

(100) %

Restructuring, integration and transformation costs

9,200

2,821

226 %

18,531

29,847

(38) %

Other noncash or nonrecurring events (2) (3)

—

2,372

—

Tax impact of the above adjustments (4)

(2,118)

(3,686)

43 %

(13,931)

(18,734)

26 %

Total net adjustments

22,691

28,896

(21) %

103,606

153,154

(32) %

Adjusted net income (1)

$ 69,062

$ 100,840

(32) %

$ 252,985

$ 267,867

(6) %

Weighted average shares outstanding

- Basic

52,234,730

54,695,112

52,934,526

54,817,136

- Diluted

53,107,946

57,640,779

54,792,540

58,605,529

Adjusted net income per share

- Basic

$ 1.32

$ 1.84

(28) %

$ 4.78

$ 4.89

(2) %

- Diluted

$ 1.30

$ 1.75

(26) %

$ 4.62

$ 4.57

1 %

(1)

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

(2)

During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3)

(4)

We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.

CRITEO S.A.

Constant Currency Reconciliation (1)

(U.S. dollars in thousands, unaudited)

Three Months Ended

Twelve Months Ended

December 31

2025

2024

YoY

Change

2025

2024

YoY

Change

Gross Profit as reported

$ 297,403

$ 300,971

(1) %

$ 1,049,380

$ 982,971

7 %

Other cost of revenue as reported

32,639

33,428

(2) %

125,237

138,512

(10) %

Contribution ex-TAC as reported (2)

330,042

334,399

(1) %

1,174,617

1,121,483

5 %

Conversion impact U.S. dollar/other currencies

(8,138)

—

(13,936)

—

Contribution ex-TAC at constant currency

321,904

334,399

(4) %

1,160,681

1,121,483

3 %

Traffic acquisition costs as reported

211,094

218,636

(3) %

770,284

811,806

(5) %

Conversion impact U.S. dollar/other currencies

(4,487)

—

(7,198)

—

Traffic acquisition costs at constant currency

206,607

218,636

(6) %

763,086

811,806

(6) %

Revenue as reported

541,136

553,035

(2) %

1,944,901

1,933,289

1 %

Conversion impact U.S. dollar/other currencies

(12,625)

—

(21,134)

—

Revenue at constant currency

$ 528,511

$ 553,035

(4) %

$ 1,923,767

$ 1,933,289

— %

(1)

(2)

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

CRITEO S.A.

Information on Share Count

(unaudited)

Twelve Months Ended

2025

2024

Shares outstanding as at January 1,

54,277,422

55,765,091

Weighted-average effect of changes in shares outstanding during the period

(1,342,896)

(947,955)

Basic number of shares - Basic EPS basis

52,934,526

54,817,136

Dilutive effect of share-based awards - Treasury method

1,858,014

3,788,393

Diluted number of shares - Diluted EPS basis

54,792,540

58,605,529

Shares issued as at December 31, before Treasury stock

55,659,895

57,744,839

Treasury stock as of December 31,

(4,508,029)

(3,467,417)

Shares outstanding as of December 31, after Treasury stock

51,151,866

54,277,422

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated, unaudited)

YoY

Change

QoQ

Change

2025

2024

2023

Clients

(3) %

(1) %

16,786

16,977

17,142

17,084

17,269

17,162

17,744

17,767

18,197

Revenue

(2) %

15 %

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

566,302

Americas

(12) %

20 %

241,987

201,978

199,797

192,908

274,620

206,816

212,374

198,365

280,597

EMEA

11 %

16 %

202,901

174,335

185,955

164,861

183,372

161,745

168,496

162,842

189,291

APAC

1 %

3 %

96,248

93,347

96,919

93,665

95,043

90,331

90,437

88,848

96,414

Revenue

(2) %

15 %

541,136

469,660

482,671

451,434

553,035

458,892

471,307

450,055

566,302

Retail Media

(17) %

14 %

76,347

67,114

60,913

59,498

91,889

60,765

54,777

50,872

76,583

Performance Media

1 %

15 %

464,789

402,546

421,758

391,936

461,146

398,127

416,530

399,183

489,719

TAC

(3) %

16 %

211,094

181,526

190,602

187,062

218,636

192,789

204,214

196,167

249,926

Retail Media

4 %

103 %

1,727

849

904

708

1,661

1,182

911

703

2,429

Performance Media

(4) %

16 %

209,367

180,677

189,698

186,354

216,975

191,607

203,303

195,464

247,497

Contribution ex-TAC (1)

(1) %

15 %

330,042

288,134

292,069

264,372

334,399

266,103

267,093

253,888

316,376

Retail Media

(17) %

13 %

74,620

66,265

60,009

58,790

90,228

59,583

53,866

50,169

74,154

Performance Media

5 %

15 %

255,422

221,869

232,060

205,582

244,171

206,520

213,227

203,719

242,222

Cash flow from

(used for) operating

activities

(5) %

79 %

160,688

89,600

(1,397)

62,341

169,454

57,503

17,187

14,017

161,340

Capital expenditures

13 %

19 %

26,495

22,258

34,882

17,091

23,394

18,899

21,119

13,224

19,724

Net cash position

18 %

34 %

342,359

255,335

206,024

286,171

290,942

283,990

291,698

341,862

411,257

Headcount

4 %

— %

3,649

3,650

3,621

3,533

3,507

3,504

3,498

3,559

3,563

Days Sales

Outstanding

(days - end of month)

(5) days

(7) days

(1)

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

SOURCE Criteo Corp