Form 8-K

8-K — Criteo S.A.

Accession: 0001576427-26-000043

Filed: 2026-05-06

Period: 2026-05-06

CIK: 0001576427

SIC: 7311 (SERVICES-ADVERTISING AGENCIES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — crto-20260506.htm (Primary)

EX-99.1 (exhibit991q12026.htm)

GRAPHIC (criteologo2021.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: crto-20260506.htm · Sequence: 1

crto-20260506

0001576427false00015764272026-05-062026-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 6, 2026

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France 001-36153 Not Applicable

(State or other jurisdiction

of incorporation) (Commission

File Number) (I.R.S. Employer

Identification No.)

32 Rue Blanche Paris France 75009

(Address of principal executive offices) (Zip Code)

+33 17 585 0939

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each 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.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

ITEM 2.02 Results of Operations and Financial Condition

On May 6, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1

Press Release dated May 6, 2026

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Criteo S.A.

Date: May 6, 2026 By: /s/ Sarah Glickman

Name: Sarah Glickman

Title: Chief Financial Officer

EX-99.1

Filename: exhibit991q12026.htm · Sequence: 2

Document

Exhibit 99.1

CRITEO REPORTS FIRST QUARTER 2026 RESULTS

Q1 Activated Media Spend Surpasses $1 Billion for the First Time

Deployed $31 Million to Repurchase Shares in Q1 2026

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

First Quarter 2026 Financial Highlights:

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

Three Months Ended

March 31,

2026 2025 YoY Change

(in millions, except EPS data)

GAAP Results

Revenue $425 $451 (6)%

Gross Profit $223 $237 (6)%

Net Income

$9 $40 (79)%

Gross Profit margin 52% 52% 0 ppt

Diluted EPS $0.15 $0.66 (77)%

Cash from operating activities $48 $62 (23)%

Cash and cash equivalents $320 $286 12%

Non-GAAP Results1

Contribution ex-TAC $250 $264 (5)%

Adjusted EBITDA $65 $92 (30)%

Adjusted diluted EPS $0.73 $1.10 (34)%

Free Cash Flow (FCF) $16 $45 (65)%

FCF / Adjusted EBITDA 25% 49% (24) ppt

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

Operating Highlights

•Criteo became the first advertising technology partner integrating with OpenAI's advertising solution.

•We expanded our GO platform with full self-service access and agentic onboarding for small and mid-sized businesses (SMBs).

•Criteo's media spend2 was $4.4 billion in the last 12 months and $1.0 billion in Q1 2026, up 8% year-over-year at constant currency3.

•Retail Media Contribution ex-TAC was down (32)% year-over-year at constant currency3, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.

•We expanded our DoorDash partnership in Canada and added Hyundai Department Store in APAC, further strengthening our Retail Media footprint.

•Performance Media Contribution ex-TAC was down (2)% year-over-year at constant currency3.

•We deployed $31 million of capital for share repurchases in the first three months of 2026.

•We received overwhelming shareholder support to redomicile from France to Luxembourg, with completion expected in the third quarter of 2026.

___________________________________________________

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

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

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

Financial Summary

Revenue for Q1 2026 was $425 million, gross profit was $223 million and Contribution ex-TAC was $250 million. Net income for Q1 2026 was $9 million, representing $0.15 per share on a diluted basis. Adjusted EBITDA for Q1 2026 was $65 million, resulting in an adjusted diluted EPS of $0.73. As reported, revenue for Q1 decreased (6)%, gross profit decreased (6)% and Contribution ex-TAC decreased (5)%. At constant currency, revenue for Q1 2026 decreased (9)% and Contribution ex-TAC decreased (9)%. Cash flow from operating activities was $48 million in Q1 2026 and Free Cash Flow was $16 million in Q1 2026. As of March 31, 2026, we had $371 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, “Our first quarter results reflect strong execution, while our outlook incorporates macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients so far in the second quarter. We are taking a prudent approach, with a continued focus on execution and cost discipline.”

First Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

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

•Retail Media revenue decreased (31)%, or (32)% at constant currency, and Retail Media Contribution ex-TAC decreased (31)%, or (32)% at constant currency, reflecting a $27 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.

•Performance Media revenue decreased (2)%, or decreased (6)% at constant currency, and Performance Media Contribution ex-TAC increased 2%, or decreased (2)% at constant currency, reflecting mixed trends in Commerce Growth, continued momentum in our SSP, and improvement in AdTech services.

Net Income and Adjusted Net Income

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

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

Adjusted EBITDA and Operating Expenses

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

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

Cash Flow, Cash and Financial Liquidity Position

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

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

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

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

2026 Business Outlook

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

Fiscal year 2026 guidance:

•We now expect Contribution ex-TAC to decrease low-single-digit at constant currency.

•We continue to expect an Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC.

Second quarter 2026 guidance:

•We expect Contribution ex-TAC between $260 million and $264 million, or -11% to -9% year-over-year at constant-currency.

•We expect Adjusted EBITDA between $67 million and $71 million.

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

The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.862, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British Pound rate of 0.750, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.300.

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

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

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 December 31, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the redomiciliation from France to Luxembourg (the “Conversion”), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; the Conversion not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, and in subsequent Quarterly Reports on Form 10-Q, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

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

Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, May 6, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

•United States: +1 800 836 8184

•International: +1 646 357 8785

•France 080-094-5120

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

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, please visit www.criteo.com.

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, m.dambre@criteo.com

Public Relations

Jessica Meyers, j.meyers@criteo.com

Financial information to follow

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

March 31, 2026 December 31, 2025

Assets

Current assets:

Cash and cash equivalents $ 319,981 $ 342,038

Trade receivables, net of allowances of $ 23.2 million and $ 25.9 million at March 31, 2026 and December 31, 2025, respectively

448,275 582,102

Income taxes 12,985 14,233

Other taxes 61,100 57,050

Marketable securities - current portion 28,348 23,242

Prepaid expenses and other current assets 69,597 53,210

Total current assets 940,286 1,071,875

Property and equipment, net

155,502 139,330

Intangible assets, net 148,724 151,853

Goodwill 532,525 535,761

Right of use assets - operating leases 128,692 134,205

Marketable securities - noncurrent portion 22,996 23,500

Noncurrent financial assets

8,193 8,314

Deferred tax assets 88,355 90,689

Other noncurrent assets

46,777 45,680

Total noncurrent assets 1,131,764 1,129,332

Total assets $ 2,072,050 $ 2,201,207

Liabilities and shareholders' equity

Current liabilities:

Trade payables $ 448,472 $ 566,046

Contingencies - current portion 11,390 9,229

Income taxes 21,943 27,528

Financial liabilities - current portion 10,626 11,360

Lease liability - operating - current portion 34,475 33,085

Other taxes 12,820 14,713

Employee - related payables 119,297 114,416

Other current liabilities 78,025 68,277

Total current liabilities 737,048 844,654

Deferred tax liabilities 5,179 5,285

Defined benefit plans 5,725 5,707

Lease liability - operating - noncurrent portion 99,221 105,277

Contingencies - noncurrent portion 23,039 22,729

Other noncurrent liabilities

32,403 31,826

Total noncurrent liabilities 165,567 170,824

Total liabilities 902,615 1,015,478

Shareholders' equity:

Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026 and December 31, 2025, respectively.

1,871 1,871

Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026 and December 31, 2025, respectively.

(126,390) (120,853)

Additional paid-in capital 698,717 706,321

Accumulated other comprehensive loss

(77,319) (68,879)

Retained earnings 635,935 630,750

Equity attributable to the shareholders of Criteo S.A. 1,132,814 1,149,210

Noncontrolling interests

36,621 36,519

Total equity 1,169,435 1,185,729

Total equity and liabilities $ 2,072,050 $ 2,201,207

CRITEO S.A.

Consolidated Statement of Operations

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

Three Months Ended

March 31,

2026 2025

Revenue $ 424,639 $ 451,434

Cost of revenue

Traffic acquisition cost 174,271 187,062

Other cost of revenue 27,626 27,396

Gross profit 222,742 236,976

Operating expenses:

Research and development expenses 69,683 60,749

Sales and operations expenses 97,501 88,889

General and administrative expenses 45,158 39,171

Total operating expenses

212,342 188,809

Income from operations

10,400 48,167

Financial and other income 1,873 2,302

Income before taxes

12,273 50,469

Provision for income taxes 3,693 10,458

Net income

$ 8,580 $ 40,011

Net income available to shareholders of Criteo S.A.

$ 7,817 $ 37,928

Net income available to noncontrolling interests $ 763 $ 2,083

Weighted average shares outstanding used in computing per share amounts:

Basic 50,352,465 53,979,157

Diluted 50,965,933 57,195,898

Net income allocated to shareholders per share:

Basic $ 0.16 $ 0.70

Diluted $ 0.15 $ 0.66

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025

Cash flows from operating activities

Net income $ 8,580 $ 40,011

Noncash and nonoperating items 40,266 42,630

- Amortization and provisions 28,569 23,583

- Equity awards compensation expense 13,347 15,409

- Gain (Loss) on disposal of and impairment of long-lived assets

(749) 547

- Change in uncertain tax positions 427 —

- Change in deferred taxes 2,007 6,888

- Change in income taxes (3,692) (4,288)

- Other 357 491

Changes in assets and liabilities: (639) (20,300)

- Trade receivables 131,986 163,943

- Trade payables (112,841) (174,331)

- Other assets (24,515) (8,460)

- Other liabilities 3,828 (145)

- Operating lease liabilities and right of use assets 903 (1,307)

Net cash provided by operating activities 48,207 62,341

Cash flows from investing activities

Acquisition of intangible assets, property and equipment

(32,848) (17,091)

Disposal of intangibles assets, property and equipment 641 —

Purchases of investment securities (17,319) (11,449)

Maturities and sales of investment securities 11,613 11,002

Net cash used in investing activities (37,913) (17,538)

Cash flows from financing activities

Proceeds from exercise of stock options — 1,845

Repurchase of treasury stocks (30,969) (56,168)

Change in other financing activities (316) (471)

Net cash used in financing activities (31,285) (54,794)

Effect of exchange rates changes on cash and cash equivalents (1,066) 5,219

Net decrease in cash and cash equivalents and restricted cash (22,057) (4,772)

Net cash and cash equivalents and restricted cash at the beginning of the period 342,359 290,943

Net cash and cash equivalents and restricted cash at the end of the period $ 320,302 $ 286,171

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position

Cash and cash equivalents $ 319,981 $ 285,850

Restricted cash, included in other current assets $ 321 $ 321

Total cash, cash equivalents, and restricted cash $ 320,302 $ 286,171

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for taxes, net of refunds $ (4,951) $ (5,920)

Cash paid for interest $ (527) $ (244)

Noncash investing and financing activities

Intangible assets, property and equipment acquired through payables $ 12,204 $ 1,621

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025

CASH FROM OPERATING ACTIVITIES

$ 48,207 $ 62,341

Acquisition of intangible assets, property and equipment

(32,848) (17,091)

Disposal of intangible assets, property and equipment

641 —

FREE CASH FLOW (1)

$ 16,000 $ 45,250

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

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025

Gross Profit 222,742 236,976

Other Cost of Revenue 27,626 27,396

Contribution ex-TAC (1)

$ 250,368 $ 264,372

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

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

Segment 2026 2025 YoY Change

YoY Change at Constant Currency (2)

Revenue

Retail Media

$ 41,271 $ 59,498 (31) % (32) %

Performance Media

383,368 391,936 (2) % (6) %

Total 424,639 451,434 (6) % (9) %

Contribution ex-TAC

Retail Media 40,589 58,790 (31) % (32) %

Performance Media 209,779 205,582 2 % (2) %

Total (1)

$ 250,368 $ 264,372 (5) % (9) %

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

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

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025 YoY

Change

Net income $ 8,580 $ 40,011 (79) %

Adjustments:

Financial income (1,873) (1,948) 4 %

Provision for income taxes 3,693 10,458 (65) %

Equity related compensation 13,822 15,880 (13) %

Pension service costs 198 183 8 %

Depreciation and amortization expense 28,367 25,693 10 %

Restructuring, integration and transformation costs

10,162 1,871 443 %

Other noncash or nonrecurring events (2)

1,950 — NM

Total net adjustments 56,319 52,137 8 %

Adjusted EBITDA (1)

$ 64,899 $ 92,148 (30) %

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

(2) Includes costs related to nonrecurring litigation matters.

CRITEO S.A.

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

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025 YoY Change

Research and Development expenses $ 69,683 $ 60,749 15 %

Equity related compensation

4,889 4,334 13 %

Depreciation and Amortization expense 19,139 16,673 15 %

Pension service costs 116 101 15 %

Restructuring, integration and transformation costs 315 73 332 %

Non-GAAP - Research and Development expenses 45,224 39,568 14 %

Sales and Operations expenses 97,501 88,889 10 %

Equity related compensation

2,952 5,421 (46) %

Depreciation and Amortization expense 1,417 3,339 (58) %

Pension service costs 21 24 (13) %

Restructuring, integration and transformation costs 4,539 66 NM

Non-GAAP - Sales and Operations expenses 88,572 80,039 11 %

General and Administrative expenses 45,158 39,171 15 %

Equity related compensation

5,981 6,125 (2) %

Depreciation and Amortization expense 380 333 14 %

Pension service costs 61 58 5 %

Restructuring, integration and transformation costs 5,308 1,732 206 %

Other noncash or nonrecurring events (2)

1,950 — NM

Non-GAAP - General and Administrative expenses 31,478 30,923 2 %

Total Operating expenses 212,342 188,809 12 %

Equity related compensation

13,822 15,880 (13) %

Depreciation and Amortization expense 20,936 20,345 3 %

Pension service costs 198 183 8 %

Restructuring, integration and transformation costs 10,162 1,871 443 %

Other noncash or nonrecurring events (2)

1,950 — NM

Total Non-GAAP Operating expenses (1)

$ 165,274 $ 150,530 10 %

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

(2) Includes costs related to nonrecurring litigation matters.

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income (Loss)

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

Three Months Ended

March 31,

2026 2025 YoY Change

Net income

$ 8,580 $ 40,011 (79) %

Adjustments:

Equity related compensation 13,822 15,880 (13) %

Amortization of acquisition-related intangible assets 6,635 8,998 (26) %

Restructuring, integration and transformation costs

10,162 1,871 443 %

Other noncash or nonrecurring events (2)

1,950 — NM

Tax impact of the above adjustments (3)

(4,021) (3,930) (2) %

Total net adjustments 28,548 22,819 25 %

Adjusted net income (1)

$ 37,128 $ 62,830 (41) %

Weighted average shares outstanding

- Basic 50,352,465 53,979,157

- Diluted 50,965,933 57,195,898

Adjusted net income per share

- Basic $ 0.74 $ 1.16 (36) %

- Diluted $ 0.73 $ 1.10 (34) %

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

(2) Includes costs related to nonrecurring litigation matters.

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

CRITEO S.A.

Constant Currency Reconciliation(1)

(U.S. dollars in thousands, unaudited)

Three Months Ended

March 31,

2026 2025 YoY

Change

Gross Profit as reported $ 222,742 $ 236,976 (6) %

Other cost of revenue as reported 27,626 27,396 1 %

Contribution ex-TAC as reported(2)

250,368 264,372 (5) %

Conversion impact U.S. dollar/other currencies (9,474) —

Contribution ex-TAC at constant currency 240,894 264,372 (9) %

Traffic acquisition costs as reported 174,271 187,062 (7) %

Conversion impact U.S. dollar/other currencies (5,692) —

Traffic acquisition costs at constant currency 168,579 187,062 (10) %

Revenue as reported 424,639 451,434 (6) %

Conversion impact U.S. dollar/other currencies (15,166) —

Revenue at constant currency $ 409,473 $ 451,434 (9) %

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

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

CRITEO S.A.

Information on Share Count

(unaudited)

Three Months Ended

2026 2025

Shares outstanding as at January 1, 51,151,866 54,277,422

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

(799,401) (298,265)

Basic number of shares - Basic EPS basis 50,352,465 53,979,157

Dilutive effect of share-based awards - Treasury method

613,468 3,216,741

Diluted number of shares - Diluted EPS basis 50,965,933 57,195,898

Shares issued as at March 31, before Treasury stocks

55,659,895 57,854,895

Treasury stocks as of March 31,

(5,561,756) (4,285,178)

Shares outstanding as of March 31, after Treasury stocks

50,098,139 53,569,717

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

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

YoY

Change QoQ

Change Q1

2026 Q4

2025 Q3

2025 Q2

2025 Q1

2025 Q4

2024 Q3

2024 Q2

2024 Q1

2024

Clients (3)% (2)% 16,528 16,786 16,977 17,142 17,084 17,269 17,162 17,744 17,767

Revenue (6)% (22)% 424,639 541,136 469,660 482,671 451,434 553,035 458,892 471,307 450,055

Americas (18)% (34)% 158,629 241,987 201,978 199,797 192,908 274,620 206,816 212,374 198,365

EMEA 6% (14)% 175,330 202,901 174,335 185,955 164,861 183,372 161,745 168,496 162,842

APAC (3)% (6)% 90,680 96,248 93,347 96,919 93,665 95,043 90,331 90,437 88,848

Revenue (6)% (22)% 424,639 541,136 469,660 482,671 451,434 553,035 458,892 471,307 450,055

Retail Media (31)% (46)% 41,271 76,347 67,114 60,913 59,498 91,889 60,765 54,777 50,872

Performance Media (2)% (18)% 383,368 464,789 402,546 421,758 391,936 461,146 398,127 416,530 399,183

TAC (7)% (17)% 174,271 211,094 181,526 190,602 187,062 218,636 192,789 204,214 196,167

Retail Media (4)% (61)% 682 1,727 849 904 708 1,661 1,182 911 703

Performance Media (7)% (17)% 173,589 209,367 180,677 189,698 186,354 216,975 191,607 203,303 195,464

Contribution ex-TAC (1)

(5)% (24)% 250,368 330,042 288,134 292,069 264,372 334,399 266,103 267,093 253,888

Retail Media (31)% (46)% 40,589 74,620 66,265 60,009 58,790 90,228 59,583 53,866 50,169

Performance Media 2% (18)% 209,779 255,422 221,869 232,060 205,582 244,171 206,520 213,227 203,719

Cash flow from (used for) operating activities (23)% (70)% 48,207 160,688 89,600 (1,397) 62,341 169,454 57,503 17,187 14,017

Capital expenditures 88% 22% 32,207 26,495 22,258 34,882 17,091 23,394 18,899 21,119 13,224

Net cash position 12% (6)% 320,302 342,359 255,335 206,024 286,171 290,943 283,990 291,698 341,862

Headcount 1% (3)% 3,553 3,649 3,650 3,621 3,533 3,507 3,504 3,498 3,559

Days Sales Outstanding (days - end of month)

(8) days 3 days 60 57 64 65 68 62 65 64 66

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

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Document and Entity Information

May 06, 2026

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CRITEO S.A.

Entity Incorporation, State or Country Code

Entity File Number

001-36153

Entity Address, Address Line One

32 Rue Blanche

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Paris

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75009

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