CRTO 10-Q Quarterly Report Sept. 30, 2025

CRITEO S.A.

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10-Q 1 criteo10qq32025.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)


France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate 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 Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	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 is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of October 24, 2025, the registrant had 52,549,158 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1	Unaudited Financial Statements as of September 30, 2025
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	41

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	42
Item 1A	Risk Factors	42
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 5	Other Information	43
Item 6	Exhibits	43
Signatures		45

General

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") 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-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or "GAAP."

Trademarks

“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s 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-Q, 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-Q, 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 our Annual Report on Form 10-K for the year ended December 31, 2024, and to our subsequent quarterly reports on Form 10-Q, 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-Q 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-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q 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-Q may contain 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-Q is generally reliable, such information is inherently imprecise.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)


	Notes	September 30, 2025		December 31, 2024
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	3	$	255,014	$	290,693
Trade receivables, net of allowances of $23.4 million and $28.6 million at September 30, 2025 and December 31, 2024, respectively.	4	568,733		800,859
Income taxes	12	37,823		1,550
Other taxes		63,045		53,883
Other current assets	6	57,299		50,887

Marketable securities - current portion	3	23,746		26,242
Total current assets		1,005,660		1,224,114
Property and equipment, net		129,133		107,222
Intangible assets, net		157,219		158,384
Goodwill	5	535,245		515,188
Right of use assets - operating lease	8	106,675		99,468

Marketable securities - noncurrent portion	3	17,612		15,584
Noncurrent financial assets		5,169		4,332
Other noncurrent assets	6	46,429		61,151
Deferred tax assets		59,144		81,006
Total noncurrent assets		1,056,626		1,042,335
Total assets		$	2,062,286	$	2,266,449

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	530,568	$	802,524
Contingencies - current portion	14	11,190		1,882
Income taxes	12	8,075		34,863
Financial liabilities - current portion		9,222		3,325
Lease liability - operating - current portion	8	27,133		25,812
Other taxes		18,748		19,148
Employee - related payables		94,632		109,227
Other current liabilities	7	55,540		49,819
Total current liabilities		755,108		1,046,600
Deferred tax liabilities		4,552		4,067
Defined benefit plans	9	5,725		4,709
Financial liabilities - noncurrent portion		336		297
Lease liability - operating - noncurrent portion	8	82,175		77,584
Contingencies - noncurrent portion	14	22,336		31,939
Other noncurrent liabilities	7	21,117		20,156
Total noncurrent liabilities		136,241		138,752
Total liabilities		$	891,349	$	1,185,352

Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024, respectively.		$	1,933	$	1,931
Treasury stock, 5,305,737 and 3,467,417 shares at cost as of September 30, 2025 and December 31, 2024, respectively.		(176,078)		(125,298)
Additional paid-in capital		709,221		709,580
Accumulated other comprehensive loss		(65,521)		(108,768)
Retained earnings		661,496		571,744
Equity attributable to the shareholders of Criteo S.A.		1,131,051		1,049,189
Noncontrolling interests		39,886		31,908
Total equity		1,170,937		1,081,097
Total equity and liabilities		$	2,062,286	$	2,266,449

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


			Three Months Ended				Nine Months Ended
	Notes		September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
		(in thousands, except per share data)

Revenue	15		$	469,660	$	458,892	$	1,403,765	$	1,380,254

Cost of revenue:
Traffic acquisition costs			181,526		192,789		559,190		593,170
Other cost of revenue			31,651		34,171		92,598		105,084

Gross profit			256,483		231,932		751,977		682,000

Operating expenses:
Research and development expenses			67,678		85,285		208,037		211,782
Sales and operations expenses			86,995		90,823		284,099		278,734
General and administrative expenses			50,181		46,222		129,590		134,590
Total operating expenses			204,854		222,330		621,726		625,106
Income from operations			51,629		9,602		130,251		56,894
Financial and other income (expense)	11		(21)		(8)		480		889
Income before taxes			51,608		9,594		130,731		57,783
Provision for income tax expense	12		11,531		3,450		27,723		15,014
Net Income			$	40,077	$	6,144	$	103,008	$	42,769

Net income available to shareholders of Criteo S.A.			$	37,782	$	6,245	$	96,960	$	40,476
Net income (loss) available to noncontrolling interests			$	2,295	$	(101)	$	6,048	$	2,293

Weighted average shares outstanding used in computing per share amounts:
Basic	13		52,565,601		54,695,112		53,170,066		54,840,650
Diluted	13		53,760,200		58,430,133		55,356,346		58,909,952

Net income allocated to shareholders per share:
Basic	13		$	0.72	$	0.11	$	1.82	$	0.74
Diluted	13		$	0.70	$	0.11	$	1.75	$	0.69

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)

Net income	$	40,077	$	6,144	$	103,008	$	42,769
Foreign currency translation adjustments, net of taxes	(2,134)		24,531		44,626		1,953
Actuarial gains (losses) on employee benefits, net of taxes	18		(284)		346		(107)
Other comprehensive income (loss)	$	(2,116)	$	24,247	$	44,972	$	1,846
Total comprehensive income	$	37,961	$	30,391	$	147,980	$	44,615
Attributable to shareholders of Criteo S.A.	$	36,693	$	26,750	$	140,188	$	42,458
Attributable to noncontrolling interests	$	1,268	$	3,641	$	7,792	$	2,157

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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	—	—	—	—	—	—	7,244	7,244	1,322	8,566
Other comprehensive loss	—	—	—	—	—	(11,437)	—	(11,437)	(2,046)	(13,483)
Issuance of ordinary shares	15,338	1	—	—	394	—	—	395	—	395
Change in treasury stocks (*)	—	—	(1,216,547)	(42,575)	—	—	(19,568)	(62,143)	—	(62,143)
Share-Based Compensation	—	—	—	—	27,858	—	—	27,858	55	27,913
Other changes in equity	—	—	—	—	—	—	(40)	(40)	—	(40)
Balance at March 31, 2024	61,181,001	$2,024	(6,617,119)	$(204,363)	$797,492	$(96,763)	$543,092	$1,041,482	$31,117	$1,072,599
Net income	—	—	—	—	—	—	26,987	26,987	1,072	28,059
Other comprehensive loss	—	—	—	—	—	(7,085)	—	(7,085)	(1,833)	(8,918)
Issuance of ordinary shares	32,485	—	—	—	812	—	—	812	—	812
Change in treasury stocks (*)	(2,150,000)	(57)	2,155,602	50,109	(57,871)	—	(32,533)	(40,352)	—	(40,352)
Share-Based Compensation	—	—	—	—	21,248	—	—	21,248	47	21,295
Other changes in equity	—	—	—	—	—	—	(305)	(305)	—	(305)
Balance at June 30, 2024	59,063,486	$1,967	(4,461,517)	$(154,254)	$761,681	$(103,848)	$537,241	$1,042,787	$30,403	$1,073,190
Net income (loss)	—	—	—	—	—	—	6,245	6,245	(101)	6,144
Other comprehensive income	—	—	—	—	—	20,503	—	20,503	3,744	24,247
Issuance of ordinary shares	116,730	3	—	—	3,223	—	—	3,226	—	3,226
Change in treasury stocks (*)	—	—	62,338	1,257	(70,774)	—	14,521	(54,996)	—	(54,996)
Share-Based Compensation	—	—	—	—	34,577	—	—	34,577	57	34,634
Other changes in equity	—	—	—	—	—	—	(935)	(935)	(3)	(938)
Balance at September 30, 2024	59,180,216	$1,970	(4,399,179)	$(152,997)	$728,707	$(83,345)	$557,072	$1,051,407	$34,100	$1,085,507

(*) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,297,334 shares repurchased at an average price of $36.6 offset by 1,796,847 treasury shares used for RSUs vesting, by 1,351,880 treasury shares used for LUSs vesting and by 2,150,000 treasury shares cancelled.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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	—	—	—	—	—	—	37,928	37,928	2,083	40,011
Other comprehensive income	—	—	—	—	—	15,930	—	15,930	1,596	17,526
Issuance of ordinary shares	110,056	2	—	—	1,843	—	—	1,845	—	1,845
Change in treasury stocks (*)	—	—	(817,761)	(34,102)	(20,549)	—	(1,517)	(56,168)	—	(56,168)
Share-Based Compensation	—	—	—	—	16,615	—	—	16,615	48	16,663
Other changes in equity	—	—	—	—	—	—	(740)	(740)	2	(738)
Balance at March 31, 2025	57,854,895	$1,933	(4,285,178)	$(159,400)	$707,489	$(92,838)	$607,415	$1,064,599	$35,637	$1,100,236
Net income	—	—	—	—	—	—	21,250	21,250	1,670	22,920
Other comprehensive income	—	—	—	—	—	28,387	—	28,387	1,175	29,562
Issuance of ordinary shares	—	—	—	—	52	—	—	52	—	52
Change in treasury stocks (*)	—	—	(1,242,357)	(31,434)	(15,396)	—	(1,498)	(48,328)	—	(48,328)
Share-Based Compensation	—	—	—	—	23,098	—	—	23,098	66	23,164
Other changes in equity	—	—	—	—	—	—	(83)	(83)	1	(82)
Balance at June 30, 2025	57,854,895	$1,933	(5,527,535)	$(190,834)	$715,243	$(64,451)	$627,084	$1,088,975	$38,549	$1,127,524
Net income	—	—	—	—	—	—	37,782	37,782	2,295	40,077
Other comprehensive (loss)	—	—	—	—	—	(1,090)	—	(1,090)	(1,026)	(2,116)
Issuance of ordinary shares	—	—	—	—	—	—	—	—	—	—
Change in treasury stocks (*)	—	—	221,798	14,756	(22,333)	—	(3,370)	(10,947)	—	(10,947)
Share-Based Compensation	—	—	—	—	16,311	—	—	16,311	69	16,380
Other changes in equity	—	—	—	—	—	20	—	20	(1)	19
Balance at September 30, 2025	57,854,895	$1,933	(5,305,737)	$(176,078)	$709,221	$(65,521)	$661,496	$1,131,051	$39,886	$1,170,937

(*) On January 31, 2025, Criteo's board of directors authorized an extension of the share repurchase program to up to $805.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 3,643,186 shares repurchased at a weighted average price of $31.7 offset by 1,804,866 treasury shares used for RSUs vesting.

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended
		September 30, 2025		September 30, 2024
	(in thousands)
Cash flows from operating activities
Net income		$	103,008	$	42,769
Noncash and nonoperating items		113,619		136,013
- Amortization and provisions		97,119		67,134


- Equity awards compensation expense		52,037		82,193
- Net (loss) gain on disposal of noncurrent assets		(59)		924
- Change in uncertain tax position		421		1,764
- Net change in fair value of earn-out		—		3,202
- Change in deferred taxes		23,387		(16,370)
- Change in income taxes		(64,489)		(9,321)

- Other		5,203		6,487
Changes in assets and liabilities:		(66,083)		(90,075)
- Trade receivables		261,726		138,595
- Trade payables		(299,713)		(210,863)
- Other current assets		5,325		(739)
- Other current liabilities		(31,890)		(14,239)
- Change in operating lease liabilities and right of use assets		(1,531)		(2,829)

Net cash provided by operating activities		150,544		88,707
Cash flows from investing activities
Acquisition of intangible assets, property and equipment		(75,310)		(53,953)
Disposal of intangible assets, property and equipment		1,079		711
Payment for business, net of cash acquired		—		(527)


Purchases of marketable securities		(23,179)		(5,738)
Maturities and sales of marketable securities		28,287		541
Net cash used in investing activities		(69,123)		(58,966)


Cash flows from financing activities
Proceeds from exercise of stock options		1,897		4,433
Repurchase of treasury stocks		(115,444)		(157,492)


Change in other financing activities		(834)		(1,296)
Net cash used in financing activities		(114,381)		(154,355)
Effect of exchange rates changes on cash and cash equivalents		(2,648)		(2,737)
Net decrease in cash and cash equivalents and restricted cash		(35,608)		(127,351)
Net cash and cash equivalents and restricted cash at the beginning of the period		290,943		411,341
Net cash and cash equivalents and restricted cash at the end of the period		$	255,335	$	283,990






SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds		(68,404)		(36,099)
Cash paid for interest		(969)		(1,032)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables		10,552		5,799

The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.

CRITEO S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Criteo S.A. was initially incorporated as a société par actions simplifiée, 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 société anonyme, or S.A.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("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 Commerce Media 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".

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2025.

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 amount 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 may 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.

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 $7.9 million and a nonrecurring impairment charge of $0.9 million related to internally developed intangible assets developed in response to the deprecation of third-party cookies.

Significant Accounting Policies

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.

There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the notes to condensed consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

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 new standard is effective for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have an impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting 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.

Note 2. 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. 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. 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:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Retail Media	$	67,114	$	60,765	$	187,525	$	166,414
Performance Media	402,546		398,127		1,216,240		1,213,840
Total Revenue	$	469,660	$	458,892	$	1,403,765	$	1,380,254

The following table shows TAC by reportable segment:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Retail Media	$	849	$	1,182	$	2,461	$	2,796
Performance Media	180,677		191,607		556,729		590,374
Total Traffic Acquisition Costs	$	181,526	$	192,789	$	559,190	$	593,170

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Contribution ex-TAC
Retail Media	$	66,265	$	59,583	$	185,064	$	163,618
Performance Media	221,869		206,520		659,511		623,466
	$	288,134	$	266,103	$	844,575	$	787,084

Other cost of revenue	31,651		34,171		92,598		105,084
Gross profit	$	256,483	$	231,932	$	751,977	$	682,000

Operating expenses
Research and development expenses	$	67,678	$	85,285	$	208,037	$	211,782
Sales and operations expenses	86,995		90,823		284,099		278,734
General and administrative expenses	50,181		46,222		129,590		134,590
Total Operating expenses	$	204,854	$	222,330	$	621,726	$	625,106

Income from operations	$	51,629	$	9,602	$	130,251	$	56,894
Financial and other (expense) income	(21)		(8)		480		889
Income before tax	$	51,608	$	9,594	$	130,731	$	57,783

Note 3. Cash, Cash Equivalents, and Marketable Securities

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:


	September 30, 2025		December 31, 2024

	(in thousands)
Cash and Cash Equivalents
Level 1
Cash	$	161,579		$	251,452
Money Market funds	51,899			12,479
Level 2
Term deposits and notes	41,536			26,762
Total	$	255,014		$	290,693

Marketable Securities

The following table presents for each reporting period, the breakdown of the fair value of marketable securities:


	September 30, 2025		December 31, 2024

	(in thousands)


Securities Held-to-maturity
Term Deposits	41,358		41,826
Total	$	41,358	$	41,826

The gross unrealized gains or (loss) on our marketable secur ities were not material as of September 30, 2025 and December 31, 2024 .

For our marketable 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 marketable debt securities by contractual maturities:


	Held-to-maturity
	September 30, 2025

	(in thousands)
Due in one year	$	23,746
Due in one to five years	17,612
Total	$	41,358

Note 4. Trade Receivables

The following table shows the breakdown in trade receivables net book value for the presented periods:


	September 30, 2025		December 31, 2024

	(in thousands)
Trade accounts receivables	$	592,142	$	829,462
(Less) Allowance for credit losses	(23,409)		(28,603)
Net book value at end of period	$	568,733	$	800,859

Note 5. Goodwill

Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended September 30, 2025 were as follows:


	Retail Media		Performance Media		Total

	(in thousands)
Balance at January 1, 2025	$	144,962	$	370,226	$	515,188


Currency translation adjustment	8,881		11,176		20,057

Balance at September 30, 2025	$	153,843	$	381,402	$	535,245

Note 6. Other Current and Noncurrent Assets

The following table presents the components of other current assets, net, for the periods presented:


	September 30, 2025		December 31, 2024

	(in thousands)

Prepayments to suppliers	$	42,695	$	40,579
Other current assets	14,604		10,308


Total	$	57,299	$	50,887

Prepayments to suppliers include amounts related to SaaS arrangements and licenses and other prepayments to suppliers of goods and services.

Other current assets include an indemnification receivable of $5.5 million related a legal matter, restricted cash, and other non-trade receivables. As of September 30, 2025 and December 31, 2024, restricted cash was $0.3 million and of $0.3 million, respectively.

Other noncurrent assets as of September 30, 2025 and December 31, 2024 of $46.4 million and $61.2 million are primarily comprised of the indemnification asset of $37.2 million and $50.0 million, respectively, recorded against certain tax liabilities related to the Iponweb Acquisition.

Note 7. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:


	September 30, 2025		December 31, 2024

	(in thousands)

Rebates	$	31,354	$	31,989
Customer prepayments and deferred revenue	8,153		9,636
Accounts payable relating to capital expenditures	10,552		1,758
Other creditors	5,480		6,436
Total	$	55,540	$	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:


	September 30, 2025		December 31, 2024

	(in thousands)

Uncertain tax positions	$	19,407	$	18,884
Other	1,710		1,272
Total	$	21,117	$	20,156

The uncertain tax positions are primarily related to the Iponweb Acquisition.

Note 8. Leases

The components of lease expense are as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)				(in thousands)
Lease expense	9,313		10,410		$	26,197	$	30,481
Short term lease expense	55		287		218		914
Variable lease expense	526		496		1,513		1,224
Sublease income	(247)		(343)		(842)		(1,152)
Total operating lease expense	$	9,647	$	10,850	$	27,086	$	31,467

Note 9. Employee Benefits

Defined Benefit 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:


	Projected benefit obligation
	(in thousands)
Accumulated postretirement benefit obligation at January 1, 2024	$	4,123
Service cost	687
Interest cost	158
Curtailment	(192)
Actuarial losses (gains)	216
Currency translation adjustment	(283)
Accumulated postretirement benefit obligation at December 31, 2024	$	4,709
Service cost	582
Interest cost	148

Actuarial losses (gains)	(347)
Currency translation adjustment	633
Accumulated postretirement benefit obligation at September 30, 2025	$	5,725

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:


	Nine Months Ended	Year Ended
	September 30, 2025	December 31, 2024
Discount rate (Corp AA)	4.2%	3.9%
Expected rate of salary increase	7.0%	7.0%
Expected rate of social charges	49.0%	49.0%
Expected staff turnover	—% - 18.6%	—% - 18.6%
Estimated retirement age	65 years old	65 years old
Life table	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.


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Defined contribution plan expenses	$	4,626	$	4,684	$	15,593	$	14,974

Note 10. Share-Based Compensation

Equity Awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows :


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Research and Development	$	16,363	$	44,461
Sales and Operations	14,207		15,703
General and Administrative	21,467		22,029
Total equity awards compensation expense (1)	$	52,037	$	82,193
Tax benefit from equity awards compensation expense	7,360		7,920
Total equity awards compensation expense, net of tax effect	$	44,677	$	74,273

(1) The nine months ended September 30, 2025 and September 30, 2024 are presented net of $4.2 million and $2.9 million, respectively, capitalized stock-based compensation relating to internally developed software.

The breakdown of the equity award compensation expense by instrument type was as follows:


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Restricted stock units and Performance stock units	$	52,037	$	51,058
Lock-up shares	—		29,790
Nonemployee warrants	—		1,299
Stock options	$	—	$	46
Total equity awards compensation expense (1)	$	52,037	$	82,193
Tax benefit from equity awards compensation expense	7,360		7,920
Total equity awards compensation expense, net of tax effect	$	44,677	$	74,273

A detailed description of each instrument type is provided below.

Restricted Stock Units and Performance Stock Units

During the nine months ended September 30, 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 Company’s 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 holder’s 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	—
Granted	1,949,365	—
Vested	(1,501,596)	—
Forfeited	(363,979)	—
Outstanding as of September 30, 2025	4,506,224	$	34.26

The RSUs vest over a four-year period, with expense recognized on a graded vesting basis over the requisite service period for each separately vesting tranche. In the period ending September 30, 2025, 1,949,365 shares have been granted under this plan, with a weighted-average grant-date fair value of $31.60.

As of September 30, 2025, the Company had unrecognized stock-based compensation relating to restricted stock units of approximately $85.8 million, which is expected to be recognized over a weighted-average period of 3.2 years.

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 September 30, 2025, 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 $38.22 per share for a total fair value of approximately $8.3 million, 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 (Financial PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2024	836,008	—
Granted	217,239	—
Performance share adjustment	16,539
Vested	(301,105)	—
Forfeited	(111,568)	—
Outstanding as of September 30, 2025	657,113	$	34.33

As of September 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units of approximately $9.3 million, which is expected to be recognized over a weighted-average period of 2.9 years.

TSR PSUs

TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. In the period ending September 30, 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 $12.4 million, to be expensed on a straight-line b asis 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:


	Shares (TSR PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2024	259,138	—
Granted	217,239	—
Vested	—	—
Forfeited	(68,750)	—
Outstanding as of September 30, 2025	407,627	$	53.69

As of September 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $11.5 million, which is expected to be recognized over a weighted-average period of 2.1 years.

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 holder’s continued service through the vesting date.


	Shares	Weighted-Average Grant date Fair Value Per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)


Outstanding as of December 31, 2024	159,897	$	18.31	3.6	$	3,528.7
Granted	—
Exercised	—
Canceled	—
Expired	—
Outstanding as of September 30, 2025	159,897	$	18.31	2.9	$	1,531.0

Vested and exercisable - September 30, 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 September 30, 2025, there were no exercises of nonemployee warrants.

No ne w nonemployee warrants were granted in the period ending September 30, 2025. As of September 30, 2025 all instruments have fully vested.

Stock Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s 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 as of 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	(18,710)
Outstanding as of September 30, 2025	87,715

Vested and exercisable as of September 30, 2025	87,715	$	17.60	4.2	$	449.8

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 exerci sed was $0.6 million and $0.8 million for the period ended September 30, 2025, and December 31, 2024, respectively.

No new stock options were granted in the period ending September 30, 2025. As of September 30, 2025, there was no remaining unrecognized stock-based compensation related to unvested stock options.

Note 11. Financial and Other Income and Expenses

The condensed consolidated statements of income line item “Financial and Other Income (Expense)” can be broken down as follows:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Financial income from cash equivalents	$	1,176	$	1,432	$	4,046	$	5,261
Interest and fees	(715)		(505)		(1,802)		(1,337)
Foreign exchange loss	(598)		(901)		(1,766)		(1,459)
Discounting impact	—		(8)		—		(1,774)
Other financial income (expense)	116		(26)		2		198
Total Financial and Other (Expense) Income	$	(21)	$	(8)	$	480	$	889

The $0.5 million in financial and other income for the nine months ended September 30, 2025, were mainly driven by financial income from cash equivalents, partially offset by interests and fees and a negative impact of foreign exchange losses.

Note 12. Income Taxes

The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

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 €750 million. While the adoption of Pillar Two did not have a material impact on the nine months ended September 30, 2025, the Company will continue to assess the ongoing impact as additional guidance becomes available.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to both US domestic and international tax provisions. The legislation did not have a material impact on our income tax expense for the nine months ended September 30, 2025 and we do not expect it to materially change our effective income tax rate for 2025.

The following table presents provision for income taxes:


	Nine Months Ended
	September 30, 2025		September 30, 2024
	(in thousands)
Provision for Income taxes	$	27,723	$	15,014

For the nine months ended September 30, 2025, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Note 13. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share ("EPS") by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net income attributable to shareholders of Criteo S.A.	$	37,782	$	6,245	$	96,960	$	40,476
Weighted average number of shares outstanding of Criteo S.A.	52,565,601		54,695,112		53,170,066		54,840,650
Basic earnings per share	$	0.72	$	0.11	$	1.82	$	0.74

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income or loss attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (refer to Note 10).

There were no other potentially dilutive instruments outstanding as of September 30, 2025 and 2024. 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).


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Net income attributable to shareholders of Criteo S.A.	$	37,782	$	6,245	$	96,960	$	40,476
Basic shares:
Weighted average number of shares outstanding of Criteo S.A.	52,565,601		54,695,112		53,170,066		54,840,650
Dilutive effect of:
RSUs and PSUs	1,168,211		3,080,895		2,112,340		2,947,233
Lock-up shares ("LUSs")	—		472,956		—		949,255
Stock options	18,928		121,177		44,623		112,102
Share warrants	7,461		59,993		29,317		60,712
Diluted shares:
Weighted average number of shares outstanding used to determine diluted earnings per share	53,760,200		58,430,133		55,356,346		58,909,952
Diluted earnings per share	$	0.70	$	0.11	$	1.75	$	0.69

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:


	Nine Months Ended
	September 30, 2025	September 30, 2024
Restricted share awards	1,795,276	303,261

Weighted average number of anti-dilutive securities excluded from diluted earnings per share	1,795,276	303,261

Note 14. Commitments and 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.

The amount of the provisions represents management’s 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 Libertés (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 €60 million ($64.2 million) to €40 million ($43.3 million). 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 d’Etat).

As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the US 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 $7.0 million, subject to court approval. GoodRx agreed to indemnify Criteo for $5.5 million, subject to court approval of the settlement with the plaintiffs. As such, the Company recognized an estimated probable loss of $7.0 million within “Contingencies-current portion” and an indemnification receivable of $5.5 million within “Other current assets”. The resulting estimated net probable loss of $1.5 million was recognized within “General and administrative expenses” in the Company’s consolidated statement of operations for the three months ended September 30, 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 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 complain was served 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

For the three months ended September 30, 2025, management reassessed the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, reducing the balance from $31.7 million to $22.3 million. 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 15. Disaggregation of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the period ended September 30, 2025 and September 30, 2024:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)
Retail Media	$	67,114	$	60,765	$	187,525	$	166,414

Commerce Growth	373,839		369,680		1,133,141		1,129,974
Other	28,707		28,447		83,099		83,866
Performance Media	402,546		398,127		1,216,240		1,213,840
Total Revenue	$	469,660	$	458,892	$	1,403,765	$	1,380,254

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:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands)

Americas
United States	$	180,969	$	185,864	$	533,881	$	553,867
EMEA
Germany	$	51,574	$	48,128	$	148,941	$	146,881
France	$	21,976	$	20,888	$	64,949	$	64,836
Asia-Pacific
Japan	$	54,742	$	49,763	$	164,334	$	151,760

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)

September 30, 2025	$	64,208	$	208,563	$	13,581	$	286,352
December 31, 2024	$	68,193	$	186,035	$	11,378	$	265,606

Note 16. Subsequent Events

Redomiciliation to Luxemburg and Direct Listing

On October 29, 2025, the Company announced its intention to redomicile from France to Luxembourg through the cross-border conversion of Criteo S.A., subject to prior consultation with Criteo’s works council and customary conditions including shareholder approval. Following the conversion, the Company expects its American Depositary Share structure will be replaced with ordinary shares directly listed on Nasdaq. Under U.S. GAAP, the Conversion is a transaction between entities under common control and the Company does not expect any gain or loss resulting from the Conversion. The announcement does not impact the Company’s US GAAP consolidated financial statements as of and for the period ended September 30, 2025.

Item 2. 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 the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC"), on February 28, 2025. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed 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, 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 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 world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("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.

Current quarter financial highlights

For the three months ended September 30, 2025, revenue increased by 2% to $469.7 million, compared to the same period in the prior year, driven by growth in Retail Media and Performance Media. At constant currency, revenue remained flat.

Gross profit for the three months ended September 30, 2025 increased by 11% to $256.5 million, compared to the same period in the prior year, due to lower traffic acquisition costs and higher revenue in Retail Media and in Performance Media.

Contribution ex-TAC for the three months ended September 30, 2025 increased by 8% to $288.1 million, compared to the same period in the prior year, driven by growth in Retail Media and in Performance Media. At constant currency, Contribution ex-TAC increased by 6%.

Net income for the three months ended September 30, 2025 increased by 552% to $40.1 million, primarily driven by higher gross profit and lower operating expenses.

Adjusted EBITDA for the three months ended September 30, 2025 increased by 28% to $105.1 million, compared to the same period in the prior year, primarily due to higher gross profit.

Cash flows from operating activities was $89.6 million for the three months ended September 30, 2025, compared to $57.5 million in the same period in the prior year. This increase primarily reflects higher net income compared to the same period 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 of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our subsequent quarterly reports on Form 10-Q. As previously disclosed in the first quarter, our largest customer notified us that they will curtail the scope of future services commencing November 1, 2025. For the year ended December 31, 2024, this customer accounted for 4.6% of our total revenue.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new clients. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, cutting-edge AI, 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 have been volatile due to factors such as the changes in global trade policies, the conflicts in Ukraine and the Middle East, inflation, and fluctuating interest rates. The economic uncertainty resulting from these factors may negatively impact advertising demand, consumer behavior, and our performance.

These factors, among others, including the impact of persistent inflation and changes in political and economic conditions (such as changes in or additional tariffs), make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the Company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to 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.

Results of Operations for the Periods Ended September 30, 2025 and September 30, 2024 (Unaudited)

Revenue

Revenue breakdown by segment


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change	September 30, 2025		September 30, 2024		% change
	(in thousands, except percentages)
Revenue as reported	469,660		458,892		2%	1,403,765		1,380,254		2%
Conversion impact U.S. dollar/other currencies	(9,145)					(8,509)
Revenue at constant currency	$	460,515	$	458,892	—%	$	1,395,256	$	1,380,254	1%

Retail Media revenue as reported	67,114		60,765		10%	187,525		166,414		13%
Conversion impact U.S. dollar/other currencies	(366)					66
Retail Media revenue at constant currency	$	66,748	$	60,765	10%	$	187,591	$	166,414	13%

Performance Media revenue as reported	402,546		398,127		1%	1,216,240		1,213,840		—%
Conversion impact U.S. dollar/other currencies	(8,779)					(8,575)
Performance Media revenue at constant currency	$	393,767	$	398,127	(1)%	$	1,207,665	$	1,213,840	(1)%

Revenue for the three months ended September 30, 2025 increased 2%, or flat on a constant currency basis, to $460.5 million compared to the three months ended September 30, 2024, as Retail Media revenue growth was partially offset by lower Performance Media revenue.

In the three months ended September 30, 2025, 90% of revenue came from existing clients while 10% came from new client additions.

Retail Media revenue increased 10%, or 10% on a constant currency basis, to $66.7 million for the three months ended September 30, 2025, driven by continued expansion in Retail Media onsite, in particular in the U.S. market, with more brands and retailers joining the platform.

Performance Media revenue increased 1%, or decreased (1)% on a constant currency basis, to 393.8 million for the three months ended September 30, 2025, driven by lower spend in our media trading marketplace and soft retail trends, in particular related to fashion, partially offset by continued strength in travel and classifieds.

Additionally, our $469.7 million of revenue for the three months ended September 30, 2025 was positively impacted by $9.1 million of currency fluctuations, particularly as a result of the appreciation of the Euro compared to the U.S. dollar.

Revenue for the nine months ended September 30, 2025 increased 2%, or 1% on a constant currency basis, to $1,395.3 million compared to the nine months ended September 30, 2024, reflecting growth in Retail Media.

In the nine months ended September 30, 2025, 91% of revenue came from existing clients while 9% came from new client additions.

Retail Media revenue increased 13%, or 13% on a constant currency basis, to $187.6 million for the nine months ended September 30, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market.

Performance Media revenue remained flat as reported, and on a constant currency basis, to $1,207.7 million for the nine months ended September 30, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

Additionally, our $1,403.8 million of revenue for the nine months ended September 30, 2025 was positively impacted by $8.5 million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Revenue breakdown by region


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change	September 30, 2025		September 30, 2024		% change
	(in thousands, except percentages)
Revenue as reported	469,660		458,892		2%	1,403,765		1,380,254		2%
Conversion impact U.S. dollar / other currencies	(9,145)		—			(8,509)		—
Revenue at constant currency	$	460,515	$	458,892	—%	$	1,395,256	$	1,380,254	1%
Americas
Revenue as reported	201,978		206,816		(2)%	594,683		617,555		(4)%
Conversion impact U.S. dollar / other currencies	(1,553)		—			3,723		—
Revenue at constant currency	$	200,425	$	206,816	(3)%	$	598,406	$	617,555	(3)%
EMEA
Revenue as reported	174,335		161,745		8%	525,151		493,083		7%
Conversion impact U.S. dollar / other currencies	(7,204)		—			(12,538)		—
Revenue at constant currency	$	167,131	$	161,745	3%	$	512,613	$	493,083	4%
Asia-Pacific
Revenue as reported	93,347		90,331		3%	283,931		269,616		5%
Conversion impact U.S. dollar / other currencies	(389)		—			306		—
Revenue at constant currency	$	92,958	$	90,331	3%	$	284,237	$	269,616	5%

Our revenue in the Americas region decreased (2)%, or (3)% on a constant currency basis, to $200.4 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This primarily reflects continued soft retail trends, partially offset by Retail Media expansion as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 8%, or 3% on a constant currency basis, to $167.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Our revenue in the Asia-Pacific region increased 3%, or 3% on a constant currency basis, to $93.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, reflecting solid Travel and Classified trends in the region.

Our revenue in the Americas region decreased (4)%, or (3)% on a constant currency basis, to $598.4 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This primarily reflects continued soft retail trends, partially offset by solid performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 7%, or 4% on a constant currency basis, to $512.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Our revenue in the Asia-Pacific region increased 5%, or 5% on a constant currency basis, to $284.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, reflecting solid Travel, Classifieds and Marketplace trends.

Cost of Revenue


	Three Months Ended								Nine Months Ended
	September 30, 2025			September 30, 2024			% change		September 30, 2025			September 30, 2024			% change
	(in thousands, except percentages)
Traffic acquisition costs	181,526			192,789			(6)	%	559,190			593,170			(6)	%
Other cost of revenue	31,651			34,171			(7)	%	92,598			105,084			(12)	%
Total cost of revenue	$	213,177		$	226,960		(6)	%	$	651,788		$	698,254		(7)	%
% of revenue	45		%	49		%			46		%	51		%
Gross profit %	55		%	51		%			54		%	49		%


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change		September 30, 2025		September 30, 2024		% change
	(in thousands, except percentages)
Retail Media	849		1,182		(28)%		2,461		2,796		(12)%
Performance Media	180,677		191,607		(6)%		556,729		590,374		(6)%
Traffic Acquisition Costs	$	181,526	$	192,789	(6)%		$	559,190	$	593,170	(6)%

Total cost of revenue for the three months ended September 30, 2025 decreased $(13.8) million, or (6)%, compared to the three months ended September 30, 2024. This decrease was primarily the result of a decrease of $(11.3) million, or (6)% (or (8)% on a constant currency basis) in traffic acquisition costs, driven by lower volume.

Traffic acquisition costs in Retail Media decreased by (28)%, or (48)% at constant currency, compared to the three months ended September 30, 2024.

Traffic acquisition costs in Performance Media decreased by (6)%, or (7)% at constant currency, compared to the three months ended September 30, 2024. This was driven by a 9% decrease in the number of impressions we purchased, partially offset by a 3% increase (or 2% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased.

The decrease of $(2.5) million, or (7)% in other cost of revenue for the three months ended September 30, 2025 was mainly driven by a decrease in depreciation of servers.

Total cost of revenue for the nine months ended September 30, 2025 decreased $(46.5) million, or (7)%, compared to the nine months ended September 30, 2024. This decrease was the result of a decrease of $(34.0) million, or (6)% (or (6)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume, and a decrease of $(12.5) million, or (12)% in other cost of revenue.

Traffic acquisition costs in Retail Media decreased by (12)%, or (20)% at constant currency, compared to the nine months ended September 30, 2024.

Traffic acquisition costs in Performance Media decreased by (6)%, or (6)% at constant currency, compared to the nine months ended September 30, 2024. This was driven by a (11)% decrease (or (11)% at constant currency) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 6% increase in the number of impressions we purchased.

The decrease of $(12.5) million or, (12)% in other cost of revenue for the nine months ended September 30, 2025 was mainly driven by a decrease in depreciation of servers and lower hosting costs.

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 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 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 GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024

	(in thousands)
Gross Profit	$	256,483	$	231,932	$	751,977	$	682,000
Other Cost of Revenue	31,651		34,171		92,598		105,084
Contribution ex-TAC	$	288,134	$	266,103	$	844,575	$	787,084

We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.

The following table sets forth our revenue and Contribution ex-TAC by segment:


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change		September 30, 2025		September 30, 2024		% change

	(amounts in thousands, except percentages)
Revenue
Retail Media	$	67,114	$	60,765	10%		$	187,525	$	166,414	13%
Performance Media	402,546		398,127		1%		1,216,240		1,213,840		—%
Total	$	469,660	$	458,892	2%		$	1,403,765	$	1,380,254	2%

Contribution ex-TAC
Retail Media	$	66,265	$	59,583	11%		$	185,064	$	163,618	13%
Performance Media	221,869		206,520		7%		659,511		623,466		6%
Total	$	288,134	$	266,103	8%		$	844,575	$	787,084	7%

Contribution ex-TAC increased $22.0 million, or 8% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Contribution ex-TAC increased $57.5 million, or 7% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Constant Currency Reconciliation

Information in this Form 10-Q 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:


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change	September 30, 2025		September 30, 2024		% change
	(amounts in thousands, except percentages)

Gross Profit as reported	$	256,483	$	231,932	11%	$	751,977	$	682,000	10%

Other cost of revenue as reported	31,651		34,171		(7)%	92,598		105,084		(12)%

Contribution ex-TAC as reported	288,134		266,103		8%	844,575		787,084		7%
Conversion impact U.S. dollar/other currencies	(5,857)		—			(5,798)		—
Contribution ex-TAC at constant currency	282,277		266,103		6%	838,777		787,084		7%

Traffic acquisition costs as reported	181,526		192,789		(6)%	559,190		593,170		(6)%
Conversion impact U.S. dollar/other currencies	(3,288)		—			(2,711)		—
Traffic Acquisition Costs at constant currency	178,238		192,789		(8)%	556,479		593,170		(6)%

Revenue as reported	469,660		458,892		2%	1,403,765		1,380,254		2%
Conversion impact U.S. dollar/other currencies	(9,145)		—			(8,509)		—
Revenue at constant currency	$	460,515	$	458,892	—%	$	1,395,256	$	1,380,254	1%

Research and Development Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2025			September 30, 2024			% change	September 30, 2025			September 30, 2024			% change

	(in thousands, except percentages)
Research and development expenses	$	67,678		$	85,285		(21)%	$	208,037		$	211,782		(2)%
% of revenue	14		%	19		%		15		%	15		%

Research and development expenses for the three months ended September 30, 2025, decreased $(17.6) million or (21)% compared to the three months ended September 30, 2024 . This decrease was mainly due to lower share-based compensation related to the Iponweb acquisition and lower headcount related costs.

Research and development expenses for the nine months ended September 30, 2025, decreased $(3.7) million or (2)% compared to the nine months ended September 30, 2024. This decrease was mainly due to lower share-based compensation related to the Iponweb acquisition, partially offset by higher amortization expense related to the accelerated amortization of internally developed intangible assets, developed in response to third-party cookie deprecation.

Sales and Operations Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2025			September 30, 2024			% change	September 30, 2025			September 30, 2024			% change

	(in thousands, except percentages)
Sales and operations expenses	$	86,995		$	90,823		(4)%	$	284,099		$	278,734		2%
% of revenue	19		%	20		%		20		%	20		%

Sales and operations expenses for the three months ended September 30, 2025 decreased $(3.8) million or (4)% compared to the three months ended September 30, 2024. This decrease was mainly related to lower share-based compensation expense.

Sales and operations expenses for the nine months ended September 30, 2025 increased $5.4 million or 2% compared to the nine months ended September 30, 2024. This increase was mainly related to headcoun t related costs due to one-time planned company-wide event and third-party services, partially offset by lower bad debt accrual.

General and Administrative Expenses


	Three Months Ended							Nine Months Ended
	September 30, 2025			September 30, 2024			% change	September 30, 2025			September 30, 2024			% change

	(in thousands, except percentages)
General and administrative expenses	$	50,181		$	46,222		9%	$	129,590		$	134,590		(4)%
% of revenue	11		%	10		%		9		%	10		%

General and administrative ex penses for the three months ended September 30, 2025, increased $4.0 million or 9%, compared to the three months ended September 30, 2024. This increase was mainly related to higher provision for risk and charges.

General and administrative expenses for the nine months ended September 30, 2025, decreased $(5.0) million or (4)%, compared to the nine months ended September 30, 2024. This decrease was mainly related to the change in the earn-out fair value related to the Iponweb acquisition in 2024 and a decrease in third-party services.

Financial and Other Income


	Three Months Ended							Nine Months Ended
	September 30, 2025			September 30, 2024			% change	September 30, 2025			September 30, 2024			% change

	(in thousands, except percentages)
Financial and Other Income (Expense)	$	(21)		$	(8)		163%	$	480		$	889		(46)%
% of revenue	0.0		%	0.0		%		0.0		%	0.1		%

Financial and Other Income (Expense) for the three months ended September 30, 2025, was flat year-over-year compared to the three months ended September 30, 2024.

Financial and Other Income for the nine months ended September 30, 2025, decreased by $(0.4) million or (46)% compared to the nine months ended September 30, 2024. This decrease was due to higher interest expense, partially offset by the accretion in 2024 of the earn-out liability related to the Iponweb acquisition.

Provision for Income Taxes


	Three Months Ended							Nine Months Ended
	September 30, 2025			September 30, 2024			% change	September 30, 2025			September 30, 2024			% change

	(in thousands, except percentages)
Provision for Income taxes	$	11,531		$	3,450		234%	$	27,723		$	15,014		85%
% of revenue	2		%	1		%		2		%	1		%

Provision for income tax expense for the three months ended September 30, 2025, increased $8.1 million or 234% compared to the three months ended September 30, 2024. The increase was driven by higher income from operations.

Provision for income tax expense for the nine months ended September 30, 2025, increased $12.7 million or 85% compared to the nine months ended September 30, 2024. The increase was driven by higher income from operations.

The provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Adjusted EBITDA

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, 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.


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
	(in thousands, except percentages)
Net Income	$	40,077	$	6,144	$	103,008	$	42,769
Adjustments:
Financial (income) expense	21		8		(131)		(889)
Provision for income taxes	11,531		3,450		27,723		15,014
Equity related compensation	15,071		34,863		52,494		84,032
Pension service costs	205		174		583		518
Depreciation and amortization expense (2)	29,771		25,684		91,228		75,679
Acquisition-related costs	—		1,961		—		1,961

Restructuring, integration and transformation costs	6,904		9,717		9,331		27,026
Other noncash or nonrecurring events (2) (3)	1,500		—		2,372		—
Total net adjustments	65,003		75,857		183,600		203,341
Adjusted EBITDA (1)	$	105,080	$	82,001	$	286,608	$	246,110

(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.

The following table presents our Net Income and Adjusted EBITDA on a comparative basis:


	Three Months Ended					Nine Months Ended
	September 30, 2025		September 30, 2024		% change	September 30, 2025		September 30, 2024		% change

	(in thousands, except percentages)
Net Income	$	40,077	$	6,144	552%	$	103,008	$	42,769	141%
Adjusted EBITDA	$	105,080	$	82,001	28%	$	286,608	$	246,110	16%

Net income increased $33.9 million, or 552%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and adjusted EBITDA increased $23.1 million, or 28%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in net income and adjusted EBITDA was primarily due to an decrease in operating expenses and higher gross profit.

Net income increased $60.2 million, or 141%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, and adjusted EBITDA increased $40.5 million, or 16%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in net income and adjusted EBITDA was primarily due to higher gross profit.

Liquidity and Capital Resources

Our cash and cash equivalents, and restricted cash at September 30, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $255.3 million as of September 30, 2025. The $(35.6) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(114.4) million in cash used for financing activities, a decrease of $(69.1) million in cash used for investing activities, partially offset by an increase of $150.5 million in cash provided by operating activities over the period. 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 that are currently providing only a minimal return.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($477.9 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of September 30, 2025, provides total liquidity above $810.5 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Share buy-back programs

For the nine months ended September 30, 2025, we have repurchased $115.4 million of shares. In 2024, we completed an additional $224.6 million share repurchase, and in 2023, we completed $125.0 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by our board of directors. On January 2025, this authorization was extended to a total amount of up to $805.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

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 are 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.

Operating and Capital Expenditure Requirements

For the nine months ended September 30, 2025 and 2024, our net capital expenditures were $(74.2) million and $(53.2) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly above, 5% of revenue for 2025, 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 Media Platform.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

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.

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 financing to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also seek to raise additional funds in the future to support potential 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.

Historical Cash Flows

The following table sets forth our cash flows for the nine months ended September 30, 2025 and September 30, 2024:


	Nine Months Ended
	September 30, 2025		September 30, 2024

	(in thousands)
Cash provided by operating activities	$	150,544	$	88,707
Cash used in investing activities	$	(69,123)	$	(58,966)
Cash used in financing activities	$	(114,381)	$	(154,355)

Operating Activities

Cash 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.

For the nine months ended September 30, 2025, net cash provided by operating activities was 150.5 million, mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $97.1 million, and equity awards compensation expense of $52.0 million, partially offset by $(66.1) million of changes in working capital. The increase in cash flows from operating activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mainly due to higher net income and improved working capital partially offset by income taxes paid.

Investing Activities

For the nine months ended September 30, 2025, net cash used for investing activities was 69.1 million, primarily driven by capitalized software development costs and the acquisition of data center and server equipment.

Cash used for investing activities increased during the nine months ended September 30, 2025, compared to the same period in 2024, due to higher software development costs.

Financing Activities

For the nine months ended September 30, 2025, net cash used for financing activities was 114.4 million, due to the repurchasing of shares of 115.4 million. The decrease in cash used for financing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mostly due to a decrease in the amount of shares repurchased.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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 nine months ended September 30, 2025.

For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

A hypothetical 10% increase or decrease of the Pound Sterling, the Euro, the Japanese yen or the Brazilian real against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows:


	Nine Months Ended
	September 30, 2025				September 30, 2024

	(in thousands)
GBP/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	383	$	(383)	$	383	$	(383)


	Nine Months Ended
	September 30, 2025				September 30, 2024

	(in thousands)
BRL/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	87	$	(87)	$	217	$	(217)


	Nine Months Ended
	September 30, 2025				September 30, 2024

	(in thousands)
JPY/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	7,826	$	(7,826)	$	2,966	$	(2,966)


	Nine Months Ended
	September 30, 2025				September 30, 2024

	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	4,988	$	(4,988)	$	1,959	$	(1,959)

Credit Risk and Trade Receivables

For a description of our trade receivables, please see "Note 4. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of September 30, 2025, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls and Procedures

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 decision 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 may not be detected.

PART II

Item 1. Legal Proceedings

For a discussion of our legal proceedings, refer to Note 14. Commitments and contingencies.

Item 1A. Risk Factors

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. These risks and uncertainties 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 such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and 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. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the issuer and Affiliated Purchasers

The following table provides certain information with respect to our purchases of our ADSs during the last fiscal quarter of 2025:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (1)
July 1 to 31, 2025	—	$	—	—	$	114,707,619
August 1 to 31, 2025	389,272	$	24.13	389,272	$	105,309,167
September 1 to 30, 2025	66,416	$	23.31	66,416	$	103,760,379
Total	455,688			455,688

(1) On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase program from up to $630.0 million to up to $805.0 million of the Company’s outstanding American Depositary Shares.

(2) Weighted average price paid per share excludes any broker commissions paid.

Item 5. Other Information

Trading Plans

During the three months ended September 30, 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 6. Exhibits

Exhibit Index

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File
Number

Exhibit

File
Date

3.1

Update to By-laws (status) of Criteo S.A. (English Translation)

8-K

001-36153

3.1

6/16/2025

31.1#

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

31.2#

Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

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, as amended

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Link base Document

101.DEF

XBRL Taxonomy Extension Definition Link base Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

# Filed herewith.

* Furnished herewith.

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.
		(Registrant)

	By:	/s/ Sarah Glickman
Date: October 29, 2025	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

TABLE OF CONTENTS

Note 1. Summary Of Significant Accounting Policies Note 2. Segment Information Note 3. Cash, Cash Equivalents, and Marketable Securities Note 4. Trade Receivables Note 5. Goodwill Note 6. Other Current and Noncurrent Assets Note 7. Other Current and Noncurrent Liabilities Note 8. Leases Note 9. Employee Benefits Note 10. Share-based Compensation Note 11. Financial and Other Income and Expenses Note 12. Income Taxes Note 13. Earnings Per Share Note 14. Commitments and Contingencies Note 15. Disaggregation Of Revenue and Noncurrent Assets Note 16. Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

3.1 Update to By-laws (status) of Criteo S.A. (English Translation) 8-K 001-36153 3.1 6/16/2025 31.1# Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 31.2# Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended 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, as amended

CRTO 10-Q Quarter ended Sept. 30, 2025

Exhibits