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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-23 · 1373 added, 887 removed, 588 unchanged (79% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Criteo carried out an evaluation as of December 31, 2023, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures designed to reasonably assure that information required to be disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance.

Criteo carried out an evaluation as of December 31, 2024 , under the supervision and with the participation of our

management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure

controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

controls and procedures are controls and other procedures designed to reasonably assure that information required to be

disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed,

summarized and reported within the time periods specified in the SEC's rules and forms.

Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and

communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely

decisions regarding required disclosure.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31,

2024 , our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide

reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act

is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that

such information is accumulated and communicated to our management, including our chief executive officer and chief

financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act.

Our management assessed, with the oversight of our board of directors, the effectiveness of our internal control over financial reporting as of December 31, 2023.

In making this assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management has concluded that the Company's internal control over financial reporting was effective as of December 31, 2023.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2023 has been audited by Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which appears on page F-2 of this Form 10-K.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such

term is defined in Rule 13a-15(f) under the Exchange Act.

Our management assessed, with the oversight of our board of

directors, the effectiveness of our internal control over financial reporting as of December 31, 2024 .

In making this

assessment, our management used the criteria established in the Internal Control—Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management

has concluded that the Company's internal control over financial reporting was effective as of December 31, 2024 .

effectiveness of the Company's internal control over financial reporting as of December 31, 2024 has been audited by

Deloitte & Associés, our independent registered public accounting firm, as stated in its attestation report, which appears on

page F-2 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2023, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Criteo have been detected.

These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies and procedures.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and

15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2024 , that have materially

affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure

controls and procedures or our internal controls will prevent all error and all fraud.

A control system, no matter how well

conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are

Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of

controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within Criteo have been detected.

These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can

occur because of simple error or mistake.

Controls can also be circumvented by the individual acts of some persons, by

collusion of two or more people, or by management override of the controls.

The design of any system of controls is based

in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will

succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate

because of changes in conditions or deterioration in the degree of compliance with policies and procedures.

Because of the

inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Other Information

During the three months ended December 31, 2023, 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.

During the three months ended December 31, 2024 , 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.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxy statement with respect to our 2024 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.

The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve any waivers of the Code of Conduct for employees, executive officers and directors.

We expect that any amendments to the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq will be disclosed on our website.

The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be

included in our definitive proxy statement with respect to our 2025 Annual Meeting of Shareholders to be filed with the

SEC, and is incorporated herein by reference.

We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our

employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns.

The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of

our board of directors is responsible for overseeing the Code of Conduct and our board of directors is required to approve

any waivers of the Code of Conduct for employees, executive officers and directors.

We expect that any amendments to

the Code of Conduct, or any waivers of its requirements required to be disclosed under the rules of the SEC or Nasdaq

will be disclosed on our website.

Executive Compensation

The information called for by this item will be included in our definitive proxy statement with respect to our 2024 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Principal Accounting Fees and Services

The information called for by this item will be included in our definitive proxy statement with respect to our 2025 Annual

Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference.

Exhibits and Financial Statement Schedules

(a) Financial Statements

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K.

All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as

part of this Form 10-K.

All schedules are omitted because they are not applicable or the required information is shown in

the financial statements or notes thereto.

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

Merger Agreement, dated as of October 3, 2016, by and among Criteo Corp., TBL Holdings, Inc., Hooklogic, Inc.

Merger Agreement, dated as of October 3, 2016, by

and among Criteo Corp., TBL Holdings, Inc.,

HookLogic, Inc.

and Fortis Advisors LLC

8-K 001-36153 2.1 October 4, 2016

Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, by and among the Company, Sellers, Mr.

Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr.

October 4, 2016

Amended and Restated Framework Purchase

Agreement, dated as of August 1, 2022, by and

among the Company, Sellers, Mr.

Ljubisa Bogunovic

in his capacity as trustee of the “IW General

Management Trust” and Mr.

Boris Mouzykantskii

10-Q 001-36153 2.1 August 5, 2022

Updated By-laws (as of December 7, 2023 ) (English translation)

Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder

8-K 001-36153

August 5, 2022

Updated By-laws (as of February 28, 2025)

(English translation)

Amended and Restated Deposit Agreement, dated as

of December 28, 2021, among the Company, the

Bank of New York Mellon, as depositary, and all

owners and holders from time to time of American

Depositary Shares issued thereunder

December 29, 2021

1 unchanged sentence

Description of Registrant's Securities

10-K 001-36153 4.3 March 2, 2020

Non-Compete Agreement between the registrant and each of Messrs.

Rudelle, Le Ouay and Niccoli

F-1 333-191223 10.5 October 2, 2013

2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice)

S-8 333-197373 99.1 July 11, 2014

Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation)

S-8 333-273476

March 2, 2020

2014 Stock Option Plan (including forms of Stock

Option Grant Agreement and Exercise Notice)

July 11, 2014

Amended 2016 Stock Option Plan (including forms of

Stock Option Grant Agreement and Exercise Notice)

(English Translation)

July 27, 2023

Summary of BSA Terms and Conditions

10-K 001-36153 10.7 February 29, 2016

Form of BSA Grant Document (English translation)

10-K 001-36153 10.9 March 1, 2017

Summary of BSPCE Plan

F-1 333-191223 10.8 September 18, 2013

Form of BSPCE Grant Document (English translation)

F-1 333-191223 10.11 September 18, 2013

Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)

S-8 333-273476

February 29, 2016

Form of BSA Grant Document (English

March 1, 2017

Amended and Restated 2015 Time-Based Restricted

Stock Units Plan (including form of Grant Letter)

(English Translation)

July 27, 2023

Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation)

S-8 333-273476

Amended and Restated 2015 Performance-Based

Restricted Stock Units Plan (including form of Grant

Letter) (English Translation)

July 24, 2024

Criteo Executive Bonus Plan

10-K 001-36153 10.15 February 29, 2016

February 29, 2016

Amendment and Restatement Agreement, dated

as of March 29, 2017, by and among the

registrant, as borrower, and BNP Paribas, Crédit

Lyonnais (LCL), HSBC France, Natixis and

Société Générale Corporate & Investment

March 30, 2017

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

Offer Letter between the Registrant and Sarah Glickman, dated August 27, 2020

8-K 001-36153 10.1 September 3, 2020

Amendment to Offer Letter between Criteo Corp.

and Sarah Glickman, dated as of April 1, 2021

10-Q 001-36153 10.1 May 5, 2021

Amendment to Offer Letter between Criteo Corp.

and Sarah Glickman, dated as of March 16, 2022

10-Q 001-36153 10.1 May 5, 2022

Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking

8-K 001-36153 4.1 March 30, 2017

Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification

10-K 001-36153 10.22 March 1, 2019

Management Agreement between the registrant and Megan Clarken, dated October 2, 2019

8-K 001-36153 10.1 October 30, 2019

Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019

10-K 001-36153 10.18 March 2, 2020

Employment Agreement between the registrant and Ryan Damon, dated August 1, 2018

10-K 001-36153 10.19 March 2, 2020

Amendment to Executive Employment Agreement between Criteo Corp.

and Ryan Damon, dated as of March 16, 2022

10-Q 001-36153 10.2 May 5, 2022

Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time-to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators

8-K 001-36153 10.1 September 28, 2022

Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor , and Société Générale, as agent **

Form of Offer to Directors, Officers or Specifically

Designated Persons to Subscribe Liability

Insurance and Provide Indemnification

March 1, 2019

Management Agreement between the registrant

and Megan Clarken, dated October 2, 2019

October 30, 2019

Amendment to Management Agreement between

the registrant and Megan Clarken, dated

November 22, 2019

March 2, 2020

Multicurrency Revolving Facility Agreement, dated as

of September 27, 2022, among the Company, certain

of its subsidiaries, the lenders party thereto from time-

to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC

Continental Europe and Société Générale, as

bookrunners and mandated lead arrangers, Bank of

Montreal Europe PLC, Citibank N.A., London Branch

and Crédit Industriel et Commercial (CIC), as

mandated lead arrangers, BNP Paribas, as

coordinator and documentation agent, Société

Générale, as agent, and Société Générale and HSBC

Continental Europe, as sustainability coordinators

September 28, 2022

Amendment Agreement, dated as of November 17,

2023, between the Company, as borrower and

guarantor, and Société Générale, as agent**

February 23, 2024

Amended and Restated Executive Employment

Agreement, between Criteo Corp.

and Brian Gleason,

effective as of July 1, 2024

October 30, 2024

Transition Agreement between Criteo Corp.

Megan Clarken, dated August 26, 2024

August 26, 2024

Amended and Restated Executive Employment

Agreement, between Criteo Corp.

and Ryan Damon,

effective as of November 1, 2024

Amended and Restated Executive Employment

Agreement, between Criteo Corp.

Glickman, effective as of November 1, 2024

Management Agreement between Criteo Corp.

Michael Komasinski, effective as of February 15,

January 14, 2025

Criteo Insider Trading Policy

List of Subsidiaries

Consent of Deloitte & Associés

Power of Attorney (including on the signature page to this report)

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

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

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

Clawba ck Policy adopted October 26, 2023

Power of Attorney (including on the signature page to

Certificate of Chief Executive Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certificate of Chief Financial Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

Certificate of Chief Executive Officer and Chief

Financial Officer pursuant to 18 U.S.C.

adopted pursuant to Section 906 of the Sarbanes-

Oxley Act of 2002

Clawback Policy adopted October 26,

February 23, 2024

Incorporated by Reference

Exhibit Description Schedule/ Form File Number Exhibit File Date

101# The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements

104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)

The following financial statements from Criteo

S.A.'s Annual Report on Form 10-K for the fiscal

year ended December 31, 2024 , formatted in

iXBRL (Inline Extensible Business Reporting

(i) the Consolidated Statements of

Financial Position, (ii) the Consolidated

Statements of Income, (iii) the Consolidated

Statements of Comprehensive Income, (iv) the

Consolidated Statements of Changes in

Shareholders' Equity, (v) the Consolidated

Statements of Cash Flows and (vi) Notes to

Consolidated Financial Statements

Cover Page Interactive Data File (formatted as

iXBRL and contained in Exhibit 101)

† Indicates management contract or compensatory plan.

2 unchanged sentences

** Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

A copy of any omitted

schedule will be furnished to the Securities and Exchange Commission upon request.

Form 10-K Summary

Not applicable.

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.

February 23, 2024 By:

/s/ Megan Clarken

Megan Clarken

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.

February 28, 2025

/s/ Michael Komasinski

Michael Komasinski

Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Megan Clarken her or his attorney-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below.

/s/ Megan Clarken Chief Executive Officer and Director

(Principal Executive Officer) February 23, 2024

Megan Clarken

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all

capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons in the capacities and on the dates indicated below.

/s/ Michael Komasinski

Chief Executive Officer and Director

(Principal Executive Officer)

February 28, 2025

Michael Komasinski

/s/ Sarah Glickman

1 unchanged sentence

Financial Officer and Principal

Accounting Officer) February 23, 2024

Accounting Officer)

February 28, 2025

Sarah Glickman

/s/ Nathalie Balla

Director February 23, 2024

February 28, 2025

Nathalie Balla

/s/ Marie Lalleman

Director February 23, 2024

February 28, 2025

Marie Lalleman

/s/ Edmond Mesrobian

Director February 23, 2024

February 28, 2025

Edmond Mesrobian

/s/ Hubert de Pesquidoux

Director February 23, 2024

February 28, 2025

Hubert de Pesquidoux

/s/ Rachel Picard

Director February 23, 2024

Rachel Picard

/s/ James Warner

February 28, 2025

Rachel Picard

/s/ Frederik van der Kooi

Director February 23, 2024

February 28, 2025

Frederik van der Kooi

/s/ Ernst Teunissen

February 28, 2025

Ernst Teunissen

Index to Consolidated Financial Statements

10 unchanged sentences

We have audited the accompanying consolidated statements of financial position of Criteo S.A.

and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 23, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

and subsidiaries (the

“Company”) as of December 31, 2024 and 2023 , the related consolidated statements of income, comprehensive

income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024 , and

the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results

of its operations and its cash flows for each of the three years in the period ended December 31, 2024 , in conformity

with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024 , based on criteria

established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the

Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our responsibility is to express an

opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in

the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.

The critical audit matter communicated below is a matter arising from the current-period audit of the financial

statements that was communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing

separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.

Revenue — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company’s revenue from Marketing Solutions consists of delivering personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

Such products are generally sold based on a cost-per-click or cost-per-impression pricing models.

Revenues for Marketing Solutions are recognized when an ad is clicked on or displayed to the end user as that is when the Company transfers control of promised services directly to the Company’s clients in an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those services.

The cost-per-click or cost-per-impression the Company charges to the customers, varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst other factors.

Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to process and record its revenue transactions.

We identified revenue for Marketing Solutions as a critical audit matter because the Company’s systems to process and record its revenue transactions are highly automated and thus required significantly more involvement and effort from our information technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and automated controls.

The Company primarily generates revenue by delivering digital personalized display advertisements and by providing

access to its online trading platform to brands, agencies and retailers for the monetization of digital advertising

Display advertisements are generally sold based on a click or impression-based pricing model and revenue is

recognized when an ad is clicked on or displayed to the end user.

For the use of its online trading platform the Company charges a fee based on a percentage of working media spend,

and recognizes revenue when digital advertising inventory is monetized through the platform.

Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value

transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to

process and record its revenue transactions.

We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue

transactions are highly automated and thus required significantly more involvement and effort from our information

technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and

automated controls.

How the Critical Audit Matter Was Addressed in the Audit

With the assistance of our IT specialists and Data specialists, our audit procedures related to the Company’s system to process and record its revenue transactions included the following:

• Identified the relevant applications and systems used to process revenue transactions and tested the general IT controls over these applications and systems, including testing of user access controls, change management controls, and Datacenter and Network Operations.

• Performed testing of system interface controls and automated controls within the relevant revenue solutions, as well as the controls designed to address the occurrence, accuracy and completeness of revenue.

• Tested internal controls within the revenue business process, including those in place to reconcile the various applications to the Company’s general ledger.

• Tested the underlying data of the revenue transactions by agreeing the events recognized in the financial statements to the source transactional systems and tested the mathematical accuracy of the recorded revenue.

Our audit procedures related to the Company’s systems to process revenue transactions included the following, among

• With the assistance of our IT specialists, we:

– Identified the relevant applications and systems used to process revenue transactions and tested the

general IT controls over these applications and systems, including testing of user access controls,

change management and data conversion controls, and Datacenter and Network Operations.

– Performed testing of system interface controls and automated controls within the relevant revenue

solutions, as well as the controls designed to address the occurrence, accuracy and completeness of

• We tested internal controls within the revenue business process, including those in place to reconcile the

various applications to the Company’s general ledger.

• With the assistance of our data specialists, we tested the underlying data of the revenue transactions by

agreeing the events recognized in the financial statements to the source transactional systems and tested the

mathematical accuracy of the recorded revenue.

/s/ Deloitte & Associés

6 unchanged sentences

We have audited the internal control over financial reporting of Criteo S.A.

and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 23, 2024, expressed an unqualified opinion on those financial statements.

and subsidiaries (the “Company”) as of

December 31, 2024 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 , based

on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024 , of the

Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered

necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

/s/ Deloitte & Associés

4 unchanged sentences

Year Ended December 31,

Notes 2023 2022

Assets (in thousands)

(in thousands)

Current assets:

Cash and cash equivalents

$ 336,341 $ 348,200

Trade receivables, net of allowances of $ 43.3 million and $ 47.8 million as of December 31, 2023 and December 31, 2022, respectively.

775,589 708,949

Income taxes 2,065 23,609

Other taxes 109,306 78,274

Trade receivables, net of allowances of $ 28.6 million and $ 43.3 million as of December 31, 2024 and

December 31, 2023 , respectively.

Other current assets

48,291 51,866

Restricted cash - current portion

75,000 25,000

Marketable securities - current portion

Total current assets

Property, plant and equipment, net 8

126,494 131,207

Property and equipment, net

Intangible assets, net

180,888 175,983

524,197 515,140

Right of use asset - operating lease 12

112,487 102,176

Restricted cash - non-current portion 5

Marketable securities - non current portion 16,575 —

Non-current financial assets 5,294 5,928

Other non - current assets 60,742 50,818

Right of use assets - operating leases

Marketable securities - noncurrent portion

Noncurrent financial assets

Other noncurrent assets

Deferred tax assets

52,680 31,646

Total non current assets 1,079,357 1,087,898

Total assets $ 2,431,919 $ 2,348,894

Total noncurrent assets

Liabilities and shareholders' equity

2 unchanged sentences

Contingencies - current portion

Income taxes 17,213 13,037

Financial liabilities - current portion

Lease liability - operating - current portion

35,398 31,003

Other taxes 66,659 58,031

Employee-related payables

Other current liabilities

104,552 83,457

Total current liabilities

1 unchanged sentence

Retirement benefit obligation

Financial liabilities - non current portion 11

Lease liability - operating - non current portion 12

83,051 77,536

Contingencies - non-current portion 20

32,625 33,788

Other non-current liabilities 13

19,082 69,226

Total non-current liabilities 140,041 187,795

Financial liabilities - noncurrent portion

Lease liability - operating - noncurrent portion

Contingencies - noncurrent portion

Other noncurrent liabilities

Total noncurrent liabilities

Total liabilities

1 unchanged sentence

Shareholders' equity:

Common shares, € 0.025 per value, 61,165,663 and 63,248,728 shares authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively.

Treasury stock, 5,400,572 and 5,985,104 shares at cost as of December 31, 2023 and December 31, 2022, respectively.

( 161,788 ) ( 174,293 )

Common shares, € 0.025 per value, 57,744,839 and 61,165,663 shares authorized, issued and

outstanding at December 31, 2024 and December 31, 2023 , respectively.

Treasury stock, 3,467,417 and 5,400,572 shares at cost as of December 31, 2024 and December 31,

2023 , respectively.

Additional paid-in capital

2 unchanged sentences

Equity - attributable to shareholders of Criteo S.A.

1,079,605 1,048,041

Non-controlling interests 31,786 33,065

Total equity 1,111,391 1,081,106

Noncontrolling interests

Total equity and liabilities

3 unchanged sentences

Year Ended December 31,

Notes 2023 2022 2021

(in thousands, except share and per share data)

Revenue $ 1,949,445 $ 2,017,003 $ 2,254,235

Cost of revenue

1 unchanged sentence

Other cost of revenue

Gross profit 863,044 795,200 781,944

Operating expenses:

5 unchanged sentences

Financial and Other Income (Expense)

( 2,490 ) 17,783 1,939

Income before taxes

Provision for income taxes

( 20,084 ) ( 31,186 ) ( 16,169 )

Net income $ 54,644 $ 10,875 $ 137,647

Net income available to shareholders of Criteo S.A.

$ 53,259 $ 8,952 $ 134,456

Net income available to non-controlling interests $ 1,385 $ 1,923 $ 3,191

Net income available to noncontrolling interests

Net income allocated to shareholders per share:

$ 0.95 $ 0.15 $ 2.21

$ 0.88 $ 0.14 $ 2.09

Weighted average shares outstanding used in computing per share amounts:

56,170,658 60,004,707 60,717,446

60,231,627 62,760,197 64,231,637

Weighted average shares outstanding used in

computing per share amounts:

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

2 unchanged sentences

Year Ended December 31,

2023 2022 2021

(in thousands)

Net income $ 54,644 $ 10,875 $ 137,647

Other comprehensive income (loss):

2 unchanged sentences

Income tax effect

Actuarial (losses) gains on employee benefits, net of taxes 264 2,969 1,205

Actuarial (losses) gains on employee benefits 294 3,311 1,374

Actuarial gains on employee benefits, net of taxes

Actuarial (loss) gain on employee benefits

Income tax effect

1 unchanged sentence

Attributable to shareholders of Criteo S.A.

59,874 ( 40,721 ) 81,302

Attributable to non-controlling interests

2 unchanged sentences

Consolidated Statements of Changes in Shareholders’ Equity

Share capital Treasury stock Additional paid-in capital Accumulated other comprehensive (loss) income Retained earnings Equity - attributable to shareholders of Criteo S.A.

Non controlling interests Total equity

Share capital

Treasury stock

paid-in capital

attributable to

of Criteo S.A.

Noncontrollin

(in thousands, except share data)

(Common shares) (Shares)

(Common shares)

Balance at January 1, 2022

Net income — — — — — — 134,456 134,456 3,191 137,647

( 5,207,873 )

$ ( 131,560 )

Other comprehensive income (loss)

4 unchanged sentences

Other changes in equity

— — — — — 23 — 23 — 23

Balance at December 31, 2022

Net income — — — — — — 8,952 8,952 1,923 10,875

( 5,985,104 )

$ ( 174,293 )

Other comprehensive income (loss)

5 unchanged sentences

Balance at December 31, 2023

Net income — — — — — — 53,259 53,259 1,385 54,644

( 5,400,572 )

$ ( 161,788 )

Other comprehensive income (loss)

5 unchanged sentences

Balance at December 31, 2024

(1) On February 5, 2021 Criteo's Board of Directors authorized a share repurchase program of up to $ 175.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is comprised of 2,647,742 shares repurchased at an average price of $ 37.99 offset by 1,573,696 treasury shares used for RSUs vesting and 1,498,709 treasury shares cancelled.

( 3,467,417 )

$ ( 125,298 )

$ ( 108,768 )

(1) On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to $ 280.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is comprised of 5,135,359 shares repurchased at an average price of $ 26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.

The change in treasury stocks is comprised of 5,135,359

shares repurchased at an average price of $ 26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.

(2) On December 7, 2023, Criteo's Board of Directors extended a share repurchase program to up to $ 480.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is comprised of 4,286,624 shares repurchased at an average price of $ 30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled .

The change in treasury stocks is comprised of 4,286,624

shares repurchased at an average price of $ 30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled.

(3) 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 5,976,764 shares repurchased at an average price of $ 37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled.

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

2 unchanged sentences

Year Ended December 31,

2023 2022 2021

(in thousands)

Net income $ 54,644 $ 10,875 $ 137,647

Cash flows from operating activities

Non-cash and non-operating items

1 unchanged sentence

Payment for contingent liability on regulatory matters

( 43,334 ) — —

Equity awards compensation expense

97,185 65,034 44,528

Net gain on disposal of non-current assets ( 7,929 ) ( 194 ) 1,965

Interest accrued and non-cash financial income and expenses — ( 259 ) —

Net loss (gain) on disposal of noncurrent assets

Change in uncertain tax positions

2 unchanged sentences

Change in income taxes

Other 2,811 ( 23,646 ) 51

Change in working capital related to operating activities 66,233 60,081 ( 41,613 )

Changes in assets and liabilities

(Increase) / Decrease in trade receivables

3 unchanged sentences

Change in operating lease liabilities and right of use assets

Cash from operating activities 224,246 255,985 220,913

Acquisition of intangibles assets, property, plant and equipment ( 92,501 ) ( 84,796 ) ( 54,983 )

Change in accounts payable related to intangible assets, property, plant and equipment ( 21,810 ) 28,951 1,973

Proceeds from disposition of investments

Net cash provided by operating activities

Cash flows from investing activities

Acquisition of intangibles assets, property and equipment

Disposal of intangibles assets, property and equipment

Proceeds from disposal of investments

Payment for businesses, net of cash acquired

Change in other financial non-current assets 3,577 27,753 ( 12,938 )

Cash used for investing activities ( 108,712 ) ( 166,119 ) ( 76,367 )

Purchases of marketable securities

Maturities and sales of marketable securities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from borrowings under line-of-credit agreement

Repayment of borrowings — ( 78,513 ) ( 1,249 )

Repayment of borrowings under line-of-credit agreement

Proceeds from capital increase

Repurchase of treasury stocks

( 125,489 ) ( 135,685 ) ( 100,027 )

Change in other financial liabilities

Cash payment for contingent consideration

( 22,025 ) — —

Other ( 1,920 ) 21,878 —

Cash used for financing activities ( 147,254 ) ( 113,044 ) ( 80,117 )

Effect of exchange rate changes on cash and cash equivalents ( 5,223 ) ( 44,149 ) ( 36,913 )

Net increase (decrease) in cash and cash equivalents ( 36,943 ) ( 67,327 ) 27,516

Net cash and cash equivalents - beginning of period 448,200 515,527 488,011

Net cash and cash equivalents - end of period $ 411,257 $ 448,200 $ 515,527

Supplemental disclosures of Cash Flow information

Other financing activities

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

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

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

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

Supplemental cash flow information

Cash paid for taxes, net of refunds

Cash paid for interest, net of amounts capitalized

(1) Of which $ 95.3 million and $ 63.3 million of equity awards compensation expense consisted of share-based compensation expense according to ASC 718 Compensation - stock compensation for the twelve month period ended December 31, 2023 and 2022, respectively.

Non-cash investing and financing activities:

Intangible assets, property and equipment acquired through payables

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

Notes to the Consolidated Financial Statements

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 powering the world's marketers with trusted and impactful advertising.

We enable brands' and retailers' growth by activating commerce data through artificial intelligence ("AI") technology, reaching consumers on an extensive scale across all stages of the consumer journey, and generating advertising revenues from consumer brands for large retailers.

Our vision is to build the world's leading Commerce Media Platform to deliver measurable business outcomes at scale for global brands, agencies and retailers across multiple marketing goals.

Our data is pooled among our clients and offers deep insights into consumer intent and purchasing habits.

To drive trusted and impactful advertising for marketers, we activate our data assets in a privacy-by-design way through proprietary AI technology to engage consumers in real time by designing, pricing and delivering highly relevant digital advertisements ("ads") across devices and environments.

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 bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice — powered by trusted and impactful advertising from

the world’s marketers and media owners.

We are leading the way in commerce media — a new approach to advertising that combines commerce data and machine

learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce

outcomes (sales, leads, advertising revenue).

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".

is referred to as the "Parent" company and together with its subsidiaries, collectively, as

"Criteo," the "Company," the "Group," or "we".

Principles and Accounting Methods

Basis of Preparation

Basis of Pres entation

We prepared the consolidated financial statements in accordance with the U.S.

generally accepted accounting principles (“U.S.

generally accepted accounting

principles ("GAAP").

The consolidated financial statements include the accounts of Criteo S.A.

and its wholly owned subsidiaries.

Consolidation Methods

We have control over all our subsidiaries, and consequently they are all fully consolidated.

Intercompany transactions and balances have been eliminated.

The table below presents at each period’s end and for all entities included in the consolidation scope the following information:

and its subsidiaries

where we have controlling financial interests.

I ntercompany transactions and balances have been eliminated .

The table below presents at each period’s end and for all entities included in the consolidation scope the following

the country of incorporation and the percentage of voting rights and ownership interests.

Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method

Voting rights

Consolidation Method

Parent company

Criteo S.A France 100 % 100 % 100 % 100 % Parent company

Parent company

French subsidiaries

Criteo France SAS France 100 % 100 % 100 % 100 % Fully consolidated

Criteo Technology France 100 % 100 % 100 % 100 % Fully consolidated

Condigolabs SAS (2)

France — % — % 40 % 40 % Fully consolidated

Criteo France SAS

Fully consolidated

Criteo Technology

Fully consolidated

Foreign subsidiaries

Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated

United States 100 % 100 % 100 % 100 % Fully consolidated

Madyourself Technologies, Inc.

United States — % — % 100 % 100 % Fully consolidated

United Kingdom

Fully consolidated

United States

Fully consolidated

Doobe In Site Ltd.

Israel 100 % 100 % 100 % 100 % Fully consolidated

Criteo GmbH Germany 100 % 100 % 100 % 100 % Fully consolidated

Criteo Nordics AB Sweden 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Criteo Nordics AB

Fully consolidated

Criteo Korea Ltd.

Korea 100 % 100 % 100 % 100 % Fully consolidated

Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated

Fully consolidated

Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda.

Brazil 100 % 100 % 100 % 100 % Fully consolidated

Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated

Criteo Australia Pty Ltd Australia 100 % 100 % 100 % 100 % Fully consolidated

Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

The Netherlands

Fully consolidated

Criteo Australia Pty Ltd

Fully consolidated

Criteo Advertising (Beijing) Co.

Ltd China 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Brandcrush Pty Ltd

1 unchanged sentence

Criteo Singapore Pte.

Singapore 100 % 100 % 100 % 100 % Fully consolidated

Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Criteo Europa MM S.L.

Spain 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Criteo España S.L.

Spain 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Criteo Canada Corp.

Canada 100 % 100 % 100 % 100 % Fully consolidated

Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi Turkey 100 % 100 % 100 % 100 % Fully consolidated

Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated

Criteo India Private Limited India 100 % 100 % 100 % 100 % Fully consolidated

Gemini HoldCo, LLC (1)

United States — % — % 100 % 100 % Fully consolidated

Bidswitch GmbH Switzerland 100 % 100 % 100 % 100 % Fully consolidated

Fully consolidated

Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi

Fully consolidated

Criteo MEA FZ-LLC

Fully consolidated

Criteo India Private Limited

Fully consolidated

Bidswitch GmbH

Fully consolidated

Bidswitch Inc.

United States 100 % 100 % 100 % 100 % Fully consolidated

Iponweb GmbH Switzerland 100 % 100 % 100 % 100 % Fully consolidated

Iponweb GmbH Deutschland 100 % 100 % 100 % 100 % Fully consolidated

Iponweb Limited United Kingdom 100 % 100 % 100 % 100 % Fully consolidated

Iponweb Labs Limited Cyprus 100 % 100 % 100 % 100 % Fully consolidated

United States — % — % 100 % 100 % Fully consolidated

United States

Fully consolidated

Iponweb GmbH (1)

Fully consolidated

Iponweb Limited

United Kingdom

Fully consolidated

Iponweb Labs Limited

Fully consolidated

The MediaGrid Inc.

United States 100 % 100 % 100 % 100 % Fully consolidated

Iponweb Labs LLC Armenia 100 % 100 % 100 % 100 % Fully consolidated

(1) Merged with Criteo Corp.

(2) Disposal of investment

United States

Fully consolidated

Iponweb Labs LLC

Fully consolidated

Criteo Technology SRL

Fully consolidated

(1) Merged with Criteo GmbH.

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S.

dollars, which differs from the functional currency of the Parent, being the Euro.

The statements of financial position of consolidated entities having a functional currency different from the U.S.

dollars, which differs from the functional currency of

the Parent, the euro.

The statements of financial position of consolidated entities having a functional currency

different from the U.S.

dollar are translated into U.S.

dollars at the closing exchange rate (spot exchange rate at the statement of financial position date) and the statements of income, statements of comprehensive income and statements of cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

dollars at the closing exchange rate (spot exchange rate at

the statement of financial position date) and the statements of income, statements of comprehensive income and

statements of cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive

income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S.

dollars at the rate of exchange applicable on the transaction date.

At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date.

The resulting exchange gains or losses are recorded in the Consolidated Statements of Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other comprehensive income (loss);

dollars at the rate of exchange applicable on the transaction

At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange

prevailing on that date.

The resulting exchange gains or losses are recorded in the Consolidated Statements of

Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary

items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other

comprehensive income (loss);

they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

The preparation of our Consolidated Financial Statements requires the use of estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and disclosures 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.

Our actual results may differ from these 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 could differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to:

(1) gross vs net assessment in revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

(1) revenue recognition (2)

income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill,

(4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

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 .

change in accounting estimate will be effective beginning fiscal year 2025.

Operating Segments

We report our financial results based on two reportable segments:

Retail Media and Performance Media.

The reported segment information is based on internal management data used for business performance analysis

and resource allocation, following the management approach.

An operating segment is a component of the

Company for which separate financial information is available that is evaluated regularly by our Chief Operating

Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.

Beginning in 2024, as a result of the integration of the Iponweb acquisition, the Company has changed its

segment reporting structure to two reportable segments:

Retail Media and Performance Media, which combines

our former Marketing Solutions and Iponweb segments, to align with a change in how the CODM, our Chief

Executive Officer (CEO), allocates resources and assesses performance.

As such, prior period segment results and related disclosures have been conformed to reflect the Company’s

current reportable segments.

This change did not impact our results of operations, financial position, or cash

Refer to Note 4 for further discussion.

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date.

We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values.

The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.

Intangible Assets

Acquired intangible assets are accounted for at acquisition cost, less accumulated amortization.

Acquired intangible assets are composed of technology and customer relationships amortized on a straight-line basis over their estimated useful lives comprised between three and nine years .

Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the business climate indicate that the carrying amount of an asset may be impaired.

Intangible assets also include costs to develop software to be used solely to meet internal needs and cloud based applications used to deliver our services.

We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended.

Amortization of these costs begins when assets are placed in service and is calculated on a straight-line basis over the assets’ useful lives, generally estimated at three years .

Cloud computing arrangements (“CCAs”), such as software as a service and other hosting arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software development costs.

If a CCA includes a software license, the software license element of the arrangement is accounted for in a manner consistent with the acquisition of other software licenses.

If a CCA does not include a software license, the service element of the arrangement is accounted for as a service contract.

The Company capitalizes certain implementation costs for its CCAs that are service contracts, which are included in other current assets.

The Company amortizes capitalized implementation costs in a CCA over the life of the service contract.

Property, Plant and Equipment

Property, plant and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment loss.

We allocate the

purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair

The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded

Acquisition-related expenses are recognized separately from the business combination and are

expensed as incurred.

Internally Developed Software and Software as a Service

Intangible assets include costs to develop software to be used solely to meet internal needs and cloud based

applications used to deliver our services.

We capitalize development costs related to these software applications

once the preliminary project stage is complete and it is probable that the project will be completed and the

software will be used to perform the function i ntended.

Amortization of these costs begins when the assets are

placed in service and is calculated on a straight-line basis over their lives, generally estimated at three years .

Internally developed software and software in progress are periodically reviewed for impairment.

developed software deemed no longer in use due to replacements or strategic business decisions are assessed

for impairment.

The fair value is determined using a future cash flow model.

Projects no longer deemed probable

of completion are recorded to impairment expense in the period the project is identified as no longer probable of

Impairment losses are recorded as Research and Development expense in the Consolidated

Statement of Income.

Cloud computing arrangements (“CCAs”), such as software as a service ("SaaS") and other hosting

arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software

development costs.

If a CCA includes a software license, the software license element of the arrangement is accounted for in a

manner consistent with the acquisition of other software licenses.

If a CCA does not include a software license,

the service element of the arrangement is accounted for as a service contract.

The Company capitalizes certain

implementation costs for its CCAs that are service contracts, which are included in other current assets.

Company amortizes capitalized implementation costs in a CCA over the life of the service contract.

Property and Equipment

Property and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment

Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives.

Management determines the appropriate useful life of property, plant and equipment when those assets are initially recognized and it is routinely reviewed.

Our current estimate of useful lives represents the best estimate based on current facts and circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in the planned use of assets, and technological advancements.

When we change the estimated useful life assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and depreciated or amortized over the revised estimated useful life.

determines the appropriate useful life of property and equipment when those assets are initially recognized and it

is routinely reviewed.

Our current estimate of useful lives represents the best estimate based on current facts and

circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in

the planned use of assets, and technological advancements.

When we change the estimated useful life

assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and

depreciated or amortized over the revised estimated useful life.

The estimated useful lives of property and equipment are described below:

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Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

Impairment of Assets

Goodwill and Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired.

Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives.

The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

The Company has determined that it operates as three single reporting units and has selected December 31 as the date to perform its annual impairment test.

Goodwill has been allocated to these three segments using a relative fair value allocation approach.

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves assumptions regarding estimated future cash flows to be derived from the Company.

The estimated future cash flows are used to derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill .

If these estimates or their related assumptions change in the future, the Company may be required to record impairment on these assets.

If the net book value exceeds its implied fair value, then the Company would be required to recognize an impairment loss in the Consolidated Statement of Income.

Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment loss.

Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-line method.

Intangible assets are reviewed for impairment whenever events or changes in circumstances such as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the financial and economic environment indicate that the carrying amount of an asset may be impaired.

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair value.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than

the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair

Fair value is estimated based on discounted future cash flows.

We lease space under non-cancellable operating leases for our offices and data centers.

Our office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives.

Goodwill and Acquired Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and

intangible assets acquired.

Intangible assets that are not considered to have an indefinite useful life are amortized

over their useful lives.

The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events

or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in

circumstances indicate that the carrying value may not be recoverable.

The Company has determined that it

operates as two reporting units.

Goodwill has been allocated to these two reporting units using a relative fair value

allocation approach.

In 2024 , the Company voluntarily changed its goodwill and indefinite-lived intangible asset

annual impairment test date from December 31 to October 1.

Refer to Note 10 for further information.

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves

assumptions regarding estimated future cash flows of the Company.

The estimated future cash flows are used to

derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill.

estimates or their related assumptions change in the future, the Company may be required to record impairment

on these assets.

If the net book value exceeds its implied fair value, then the Company would be required to

recognize an impairment loss in the Consolidated Statement of Income.

Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment

Acquired intangible assets are amortized over their estimated useful lives of three to nine years on a straight-

Intangible assets are reviewed for impairment whenever events or changes in circumstances such

as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the

financial and economic environment indicate that the carrying amount of an asset may be impaired.

The Company leases space under noncancellable operating leases for offices and data centers.

Office leases

typically include rent free periods and rent escalation periods, and may also include leasehold improvement

Leases for data centers may also include rent free periods and rent escalation periods.

Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges).

Both office and

data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical

costs, and other service charges).

Non-lease components are accounted for separately.

Our leases typically contain options to renew, and/or early terminate the lease.

Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate at lease commencement to determine the present value of future payments.

We have a centralized treasury function, and the majority of our leases are negotiated and signed by representatives of Criteo SA.

As such, the incremental borrowing rate of Criteo SA is used for all of our contracts.

It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date.

Leases typically contain options to renew, and/or early terminate the lease.

Options have been included in the

lease term if management has determined it is reasonably certain that they will be exercised, at lease

commencement.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over

the lease term at commencement date.

As most of the leases do not provide an implicit rate, the Company uses

its incremental borrowing rate at lease commencement to determine the present value of future payments.

then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term.

Variable costs include changes in indexation and are expensed in the period incurred.

Financial Assets and Liabilities, Excluding Derivative Financial Instruments

Financial assets, excluding cash and cash equivalents, consist exclusively of loans and receivables.

Loans and receivables are non-derivative financial assets with a payment, which is fixed or can be determined, not listed on an active market.

They are included in current assets, except those that mature more than twelve months after the reporting date.

Loans are measured at amortized cost using the effective interest method.

The recoverable amount of loans and advances is estimated whenever there is an indication that the asset may be impaired and at least on each reporting date.

If the recoverable amount is lower than the carrying amount, an impairment loss is recognized in the Consolidated Statements of Income.

Financial liabilities are initially recorded at their fair value at the transaction date.

Subsequently they are measured at amortized cost using the effective interest method.

The Company carries the accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts.

Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers.

We apply Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

For accounts receivable measured at amortized cost, we use aging analysis, and probability of default methods to evaluating and estimating the expected credit losses.

A receivable is considered past due if we have not received payments based on agreed-upon terms.

A higher default rate than estimated or a deterioration in our clients’ creditworthiness could have an adverse impact on our future results.

Allowances for credit losses on trade receivables are recorded in “sales and operations expenses” in our Consolidated Statements of Income.

We generally do not require any security or collateral to support our receivables.

costs include changes in indexation and are expensed in the period incurred.

Accounts Receivable

The Company carries the accounts receivable at original invoiced amount less an allowance for any potential

uncollectible amounts.

Receivables are presented on a gross basis and are not netted against the payments we

are required to make to advertising inventory publishers.

The Company applies Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on

Financial Instruments, which requires the measurement and recognition of expected credit losses for financial

assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering

past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default

methods to evaluating and estimating the expected credit losses.

A receivable is considered past due if we have

not received payments based on agreed-upon terms.

Allowances for credit losses on trade receivables are recorded in “Sales and operations expenses” in the

Consolidated Statements of Income.

The Company generally does not require any security or collateral to support

its receivables.

Derivative financial instruments

We buy and sell derivative financial instruments in order to manage and reduce our exposure to the risk of exchange rate fluctuations.

We deal only with major financial institutions.

Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge.

Generally, our derivatives are not designated as hedging instruments and mainly consist of forward buying contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

We recognize gains and losses on these contracts, as well as the related costs in the financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

We report the cash impact of the settlement of hedging derivatives in cash from (used for) financing activities in the consolidated statements of cash flows.

This results in the cash flows from derivative instruments to be classified in the same category as the underlying cash flows.

Derivatives are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk

of exchange rate fluctuations.

The Company only deals with major financial institutions.

Financial instruments may

only be classified as hedges when we can demonstrate and document the effectiveness of the hedging

relationship at inception and throughout the life of the hedge.

Generally, derivatives are not designated as hedging

instruments and mainly consist of forward buying contracts that are use to hedge intercompany transactions and

other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

The Company recognizes gains and losses on these contracts, as well as the related costs in the financial income

(expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

The cash impact of the settlement of hedging derivatives in cash from (used for) financing activities is reported in

the Consolidated Statements of Cash Flows.

This results in the cash flows from derivative instruments to be

classified in the same category as the underlying cash flows.

Derivative instruments are considered level 2 financial instruments as they are measured using valuation

techniques based on observable market data.

Fair value measurements

Financial instruments are presented in three categories based on a hierarchical method used to determine their fair value :

Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date.

To determine the fair value

measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are

given preference over unobservable inputs.

Fair value measurements are based on the following hierarchy, which

prioritizes the inputs used to measure fair value into three levels:

fair value calculated using quoted prices in an active market for identical assets and liabilities

(ii) level 2:

fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market;

(iii) level 3:

fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies.

fair value calculated using valuation techniques based on observable market data such as prices

of similar assets and liabilities or parameters quoted in an active market

fair value calculated using valuation techniques based wholly or partially on unobservable inputs

such as prices in an active market or a valuation based on multiples for unlisted companies.

Cash, Cash Equivalents and Marketable Securities

Cash includes cash on deposit with banks and highly liquid investments such as demand deposits with banks.

Cash equivalents include short-term, highly liquid investments, with a remaining maturity at the date of purchase of three months or less for which the risk of changes in value is considered to be insignificant.

Highly liquid term deposits therefore meet the definition of cash equivalents.

We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the cash equivalents definition.

We classify marketable securities as either available-for-sale or held-to-maturity investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity.

Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of taxes, included in accumulated other comprehensive income (loss) in stockholders' equity.

Cash and cash equivalents are comprised of cash on deposit with banks, money market funds and other highly

liquid investments such as demand deposits with banks for which the carrying value approximates fair value due

to their short-term nature.

Cash equivalents include short-term, highly liquid investments, with a remaining

maturity at the date of purchase of three months or less, or with a maturity of more than three months that can be

early withdrawn without significant penalty or foregoing of interest, for which the risk of changes in value is

considered to be insignificant.

We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the

cash equivalents definition.

We classify marketable securities as either available-for-sale or held-to-maturity

investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity.

Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of

taxes, included in accumulated other comprehensive income (loss) in stockholders' equity.

Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable.

The Company’s cash and cash equivalents are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality.

The Company has not experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring agencies' and advertisers' accounts receivable balances.

As of December 31, 2023 an individual customer accounted for 10% or more of accounts receivable.

As of December 31, 2022, no individual customer accounted for more than 10% of accounts receivable.

During the years ended December 31, 2023, 2022 and 2021, no individual customer represented 10% or more of revenue.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist

primarily of cash, cash equivalents, marketable securities and accounts receivable.

The Company’s cash, cash

equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial

institutions that the Company's management has assessed to be of high credit quality.

The Company has not

experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and

monitoring agencies' and advertisers' accounts receivable balances.

During the years ended December 31, 2024 ,

2023 and 2022 , no individual customer represented 10% or more of revenue.

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to compensation when they retire or to a pension following their retirement.

For state-managed plans and other defined contribution plans, we recognize them as expenses when they become payable, our commitment being limited to our contributions.

Depending on the laws and practices of the countries in which we operate, employees may be entitled to

compensation when they retire or to a pension following their retirement.

For state-managed plans and other

defined contribution plans, we recognize them as expenses when they become payable, our commitment being

limited to our contributions.

The liability with respect to defined benefit plans is estimated using the following main assumptions:

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Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan.

Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred).

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the

income statement over a specified period, which is generally the expected average remaining service period of

the employees participating in the plan.

Actuarial gains and losses arise as a result of changes in actuarial

assumptions or experience adjustments (differences between the previous actuarial assumptions and what has

actually occurred).

Contingencies

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business.

Certain of these matters might include speculative claims for substantial or indeterminate amounts of damages.

With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated.

If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material.

We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed.

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that

arise in the ordinary course of business.

Certain of these matters might include speculative claims for substantial

or indeterminate amounts of damages.

With respect to these matters, asserted and unasserted, we evaluate the

associated developments on a regular basis and accrue a liability when we believe that it is both probable that a

loss has been incurred and the amount can be reasonably estimated.

If we determine there is a reasonable

possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the

possible loss in the accompanying notes to the consolidated financial statements to the extent material.

review the developments in our contingencies that could affect the amount of the provisions that have been

previously recorded, and the matters and related reasonably possible losses disclosed.

Revenue Recognition

We sell personalized display advertisements featuring product-level recommendations either directly to clients or to advertising agencies.

We also provide technology to retailers and other companies in the ad tech space which enables them to monetize on their advertising properties, or connect them to other players in the ad-tech industry.

Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

We determine revenue recognition by applying the following steps:

We sell personalized digital display advertisements featuring product-level recommendations either directly to

clients or to advertising agencies.

We also provide technology to retailers and other companies in the ad-tech

industry which enables them to monetize on their advertising properties, or connect them to other players in the

ad-tech industry.

Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount

that reflects the consideration we expect to be entitled to in exchange for those goods or services.

revenue recognition by applying the following steps:

• Identification of the contract, or contracts, with a customer;

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• Recognition of revenue when, or as, we satisfy a performance obligations.

We have multiple pricing models which include percentage of spend models, as well as cost-per-click, and cost-per-impression pricing models.

Cost-per-click and cost-per-impression pricing models

We recognize revenues when we transfer control of promised services directly to our clients in an amount that reflects the consideration to which we expect to be entitled to in exchange for those services.

For campaigns priced on a cost-per-click, we bill our clients when a user clicks on an advertisement we deliver or installs an application by clicking on an advertisement we delivered, respectively.

For these pricing models, we recognize revenue when a user clicks on an advertisement , as we consider the delivery of clicks our performance obligation.

For campaigns priced on a cost-per-impression basis, we bill our clients based on the number of times an advertisement is displayed to a user.

For this pricing model, we recognize revenue when an advertisement is displayed as we consider the display of advertisements our performance obligation.

Percentage of spend models

Criteo's Platform enables the buying and selling of retail media with an end-to-end, self-service platform geared toward our brand, agency and retailer customers and is priced using a percentage of spend model.

We generate revenues when we provide a platform for the purchase and sale of retail media digital advertising inventory.

The platform connects sellers and buyers of retail media inventory, in an online marketplace.

Retailers provide advertising inventory to the platform and brands and agencies bid on the retailers digital advertising inventory.

Winning bids can create advertising, or paid impressions, which retailers display to their website visitors.

The total volume of spending between buyers and sellers on the Company's platform is referred to as working media spend.

We charge both the brands and agencies and retailers a contractual fee, based on a percentage of working media spend, for the use of our platform.

We recognize revenue when an ad is displayed or clicked on.

Criteo's solutions offer an online trading platform through which supply partners can submit bid requests for media that they wish to sell, and demand partners can submit bids for media that they wish to buy through the operations of a dynamic, real-time exchange whereby media is sold to demand partners whose bids are selected by supply partners.

We generate revenues by charging demand or supply a percentage of total media spend traded through our solutions.

We recognize revenue when an ad is displayed or clicked on.

Agent vs Principal

When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising inventory, we assess whether we act as principal or agent in the arrangement.

The assessment is based on the degree we control the specified services at any time before they are transferred to the customer.

The determination of whether we are acting as principal or agent requires judgment.

We act primarily as principal in our Marketing Solutions segment because (i) we control the advertising inventory before it is transferred to our clients;

(ii) we bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full discretion in establishing prices.

Therefore, based on these and other factors, we have determined that we act primarily as principal for our Criteo Marketing Solutions engagements and accordingly report the revenue earned and related costs incurred on a gross basis.

We act primarily as agent in our Retail Media segment.

For the arrangements related to transactions using our legacy Retail Media solutions, we consider that we act as principal, as we exercise significant control over the client’s advertising campaign.

For arrangements related to transactions using our Platform, a self-service solution providing transparency, measurement and control to our brand, agency and retailer customers, we act as agent, because we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and(iii) have limited discretion in establishing prices as we charge a platform fee based on a percentage of the digital advertising inventory purchased through the use of the platform.

Therefore, we report the revenue earned and related costs incurred by the Platform solution on a net basis.

We act as agent in Iponweb segment as we (i) do not control the advertising inventory before it is transferred to our clients, (ii) do not have inventory risks because we do not purchase the inventory upfront and (iii) have limited discretion in establishing prices as we charge a fee based on a percentage of the digital advertising inventory traded through our solutions.

Therefore, we report the revenue earned and related costs incurred by the Iponweb solutions on a net basis.

We recognize revenues when we transfer control of promised services directly to our clients in an amount that

reflects the consideration to which we expect to be entitled to in exchange for those services.

Our pricing models

include click and impression based pricing, and percentage of spend based pricing.

Click and impression based pricing model

For campaigns priced on a click or an impression basis, we bill our clients when a user clicks on an

advertisement or an advertisement is displayed to a user.

For these pricing models, we recognize revenue when a

user clicks on an advertisement or an advertisement is displayed, as we consider the delivery of clicks or displays

our performance obligation.

Percentage of spend model

Criteo offers an online trading platform through which brands, agencies, retailers, and supplier can buy and sell

digital advertising inventory.

Our platform connects sellers and buyers of media inventory in an online marketplace

where suppliers provide advertising inventory to the platform and brands and agencies can submit bid requests on

digital advertising inventory.

The total volume of spending between buyers and sellers on the Company's platform

is referred to as working media spend.

We charge a fee based on a percentage of working media spend, for the

use of our platform.

We recognize revenues when customers buy and sell digital advertising inventory through our

platform.We also generate revenue through providing additional professional services to our customers, such as

billing and administrative services, campaign management, and other transactional services.

For performance

obligations satisfied over time, we recognize revenue based on a percentage of completion model measured by

the outputs transferred to the customer.

Principal versus Agent Considerations

When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising

inventory, we assess whether we act as principal or agent in the arrangement based on the degree we control the

specified services before they are transferred to the customer.

To determine whether we are acting as a principal

or an agent we assess whether (i) we control the advertising inventory before it is transferred to our clients;

bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full

discretion in establishing prices.

If we determine that we control the service before transferring it to the customer,

we conclude we act as principal and accordingly report the revenue earned and related costs incurred on a gross

For all other contracts where we do not control the service before transferring to the end customer, we act

as an agent and accordingly report the revenue net of related costs incurred.

The determination of whether we are

acting as principal or agent requires judgment.

In our Performance Media segment, we may act as principal or agent depending on the nature of the contract.

our Retail Media segment we act primarily as agent in our Retail Media segment

Rebates and Incentives

Criteo offers rebates and incentives to certain customers that could be either fixed or variable.

Fixed incentives may represent payments to a customer directly related to entering into an agreement, which are capitalized and amortized over the life of the agreement on a straight-line basis.

Variable rebates and incentives are calculated based on expected amount to be provided to customers and they are recognized as a reduction of revenue.

We calculate these amounts based upon estimated customer performance, such as volume thresholds, and the terms of the related business agreements.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance.

Our payment terms vary depending on the service or the type of customer.

For certain customers, we require payment before the services are delivered.

Fixed incentives

may represent payments to a customer directly related to entering into an agreement, which are capitalized and

amortized over the expected life of the agreement on a straight-line basis.

Variable rebates and incentives are calculated based on expected amount to be provided to customers and they

are recognized as a reduction of revenue.

We calculate these amounts based upon estimated customer

performance, such as volume thresholds, and the terms of the related business agreements.

Contract Assets and Liabilities

We record contract liabilities when cash payments are received or due in advance of our performance.

payment terms vary depending on the service or the type of customer.

For certain customers, we require payment

before the services are delivered.

We record contract assets when we do not yet have unconditional rights to

Contract assets and liabilities are presented on a net basis at the contract level.

Practical Expedients

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one year or less.

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected

length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the

right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one

year or less.

These costs are recorded within sales and operating expenses.

Cost of Revenue

C ost of Revenue

Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.

Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, primarily for the Marketing Solutions segment.

We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges.

We recognize cost of revenue on a publisher by publisher basis as incurred.

Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables.

For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.D -Trend Information below.

Other Cost of Revenue .

Other cost of revenue includes expenses related to third-party hosting fees, depreciation of data center equipment, the cost of data purchased from third parties and digital taxes.

The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities.

As a result, we do not include the costs of such personnel in other cost of revenue.

Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred

to generate our revenues, primarily for the Performance Media segment.

We purchase impressions directly from

publishers or third-party intermediaries, such as advertisement exchanges.

We recognize cost of revenue on a

publisher by publisher basis as incurred.

Costs owed to publishers but not yet paid are recorded in our

Consolidated Statements of Financial Position as trade payables.

Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data

centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees.

The Company does

not build or operate its own data centers and none of its Research and Development employments are dedicated

to revenue generating activities.

As a result, we do not include the costs of such personnel in other cost of

Operating Expenses

The Company categorizes its operating expenses into three functional categories:

research and development,

sales and operations, and general and administrative expenses.

Research and development expenses consist primarily of headcount-related expenses for our employees

working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program

management, product, analytics and other teams, including salaries, bonuses, share-based compensation and

other personnel related costs.

Also included are non-personnel costs such as subcontracting, consulting and

professional fees to third-party development resources, allocated overhead, including internal IT and depreciation

and amortization costs.

These expenses are partially offset by the French research tax credit (CIR) that is

conditional upon the level of our expenditures in research and development.

The CIR offsets the income tax to be

paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period.

calculated based on the claimed volume of eligible R&D expenditures.

It is deducted from "Research and

development expenses" in the Consolidated Statements of Income.

As of December 31, 2024 , 2023 , and 2022 ,

we recorde d $ 7.2 million , $ 9.5 million , and $ 14.7 million of CIR tax credits against these expenses.

Sales and operations expenses consist primarily of headcount-related expenses for our employees working in

our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical

solutions, creative services and other teams, including salaries, bonuses, share-based compensation, and other

personnel-related costs.

Additional expenses in this category include travel and entertainment, marketing and

promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and

professional fees paid to third parties, allocated overhead, including internal IT costs.

General and administrative expenses consist primarily of headcount-related expenses, including salaries,

bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative,

legal, information technology, human resources, facilities and finance teams.

Additional expenses included in this

category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal

fees, as well as insurance and other corporate expenses, along with allocated overhead, including internal IT

Advertising and Promotional Expenses

Advertising costs are expensed when incurred and are included in marketing and sales expenses on the consolidated statements of income.

We incurred advertising expenses of $ 1.7 million, $ 7.6 million, and $ 2.5 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Advertising costs are expensed when incurred and are included in marketing and sales expenses on the

consolidated statements of income.

We incurred advertising expenses o f $ 1.9 million , $ 1.7 million , and

$ 7.6 million for the years ended December 31, 2024 , 2023 , and 2022 , respectiv ely.

Share-Based Compensation

Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance stock units (PSUs) expense and Lock Up Shares "LUS" expense.

RSUs and PSUs granted to employees are measured based on the grant-date fair value.

The PSUs expense is trued up based on the Company’s expectation of the likelihood of meeting the performance conditions of the granted instrument.

In general, our RSUs and PSUs vest over a service period of four years.

LUS were issued to Iponweb seller as partial consideration for the Iponweb Acquisition.

Share-based compensation expense is generally recognized based on the straight-line basis over the requisite service period.

Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance

stock units (PSUs) expense and Lock Up Shares "LUS" expense.

RSUs and PSUs granted to employees are

measured based on the grant-date fair value.

The PSUs expense is updated to reflect the Company’s expectation

of the likelihood of meeting the performance conditions of the granted instrument.

In general, our RSUs and PSUs

vest over a service period of four years .

LUS were issued to Iponweb seller as partial consideration for the

Iponweb Acquisition.

Share-based compensation expense is generally recognized based on the straight-line basis

over the requisite service period.

We account for forfeitures as they occur.

Financial and Other Income (Expense)

Financial and other income (expense) consists of investment gains and losses, foreign currency exchange

differences, and interest income and expenses.

Income taxes are accounted for under the asset and liability method of accounting.

Deferred taxes are recorded on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax losses, using the liability method.

Differences are defined as temporary when they are expected to reverse within a foreseeable future.

We may only recognize deferred tax assets on net operating losses if, based on the projected taxable incomes within the next three years, we determine that it is probable that future taxable profit will be available against which the unused tax losses and tax credits can be utilized.

As a result, the measurement of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not expected to be realized.

If future taxable profits are considerably different from those forecasted that support recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets, which would have a significant impact on our financial results.

Deferred taxes are recorded

on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax

losses, using the liability method.

Differences are defined as temporary when they are expected to reverse within

a foreseeable future.

We may only recognize deferred tax assets on net operating losses if, based on the

projected taxable incomes within the next three years, we determine that it is probable that future taxable profit

will be available against which the unused tax losses and tax credits can be utilized.

As a result, the measurement

of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not

expected to be realized.

If future taxable profits are considerably different from those forecasted that support

recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets,

which would have an impact on our financial results.

Tax assets and liabilities are not discounted.

Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the consolidation scope.

The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted.

The French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”), is a French tax incentive to stimulate research and development (“R&D”).

Generally, the CIR offsets the income tax to be paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period.

The CIR is calculated based on the claimed volume of eligible R&D expenditures by us.

As a result, the CIR is presented as a deduction to “research and development expenses” in the Consolidated Statements of Income, as the CIR is not within the scope of ASC 740.

We have exclusively claimed R&D performed in France for purposes of the CIR.

As of December 31, 2023, we have offset $ 9.5 million of CIR tax credits against “research and development expenses” in our Consolidated Statements of Income.

recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the

consolidation scope.

The effect on deferred income tax assets and liabilities of a change in tax rates is recognized

in the period that such tax rate changes are enacted.

Research Tax Credit is a U.S.

tax credit to incentivize research and development activities in the U.S.

Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net operating losses and foreign tax credits have been used.

It is not refundable and as such, considered in the scope of ASC 740 as a component of income tax expense.

Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net

operating losses and foreign tax credits have been used.

It is not refundable and as such, considered in the scope

of ASC 740 as a component of income tax expense.

We have exclusively claimed R&D performed in the U.S.

for purposes of the U.S.

purposes of the U.S.

Research Tax Credit.

Uncertain Tax Positions

We record uncertain tax positions on the basis of a two-step process in which determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax authority.

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense line in our consolidated statement of operations.

Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

Operating Segments

We report our financial results based on three reportable segments:

Marketing Solutions, Retail Media and Iponweb.

Segment information reported is built on the basis of internal management data used for performance analysis of businesses and for the allocation of resources (management approach).

An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.

Our CODM is our CEO.

We record uncertain tax positions on the basis of a two-step process in which determinations are made (i)

whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the

position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the

largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax

We recognize interest and penalties related to unrecognized tax benefits on the income tax expense

line in our consolidated statement of operations.

Accrued interest and penalties are included on the related tax

liability line in the consolidated balance sheet.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to shareholders of the Parent by the weighted average number of shares outstanding.

The weighted average number of shares outstanding is calculated according to movements in share capital.

In addition, we calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A.

by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued.

When the statement of income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all potential shares of common stock outstanding would be anti-dilutive

Accounting Pronouncements adopted in 2023

No standards were adapted in 2023 which had a material impact on the Company's financial statements.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to 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 standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and applies to all entities subject to income taxes.

The new standard is effective for annual periods beginning after December 15, 2024.

This accounting standard is effective in the first quarter of the Company's fiscal year ended December 31, 2025.

We are currently evaluating the impact of adoption on our financial disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)-Improvements to Reportable Segment Disclosures.

The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the CODM.

The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption.

The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact of adoption on our financial disclosures.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s Consolidated Financial Statements upon adoption.

Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to shareholders of the

Parent by the weighted average number of shares outstanding.

The weighted average number of shares

outstanding is calculated according to movements in share capital.

In addition, we calculate diluted earnings per

share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A.

by the weighted

average number of shares outstanding plus any potentially dilutive shares not yet issued.

When the statement of

income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all

potential shares of common stock outstanding would be anti-dilutive.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within

Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation.

receivables are netted with VAT payables within the same jurisdiction when there is a legal right to offset and the

Company has the intent to settle on a net basis.

For the fiscal year ended December 31, 2023, this change

resulted in a reclassification of $ 40.4 million betwe en Other Taxes Receivables and Other Taxes Payable.

reclassification had no impact on net income, comprehensive income, or shareholders’ equity.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update

("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.

requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided

The adoption of this ASU did not have a material impact on our 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 a

material 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

Business Combinations

2 unchanged sentences

The purchase price for the acquisition of shares was $ 7.1 million .

The acquisition was financed by available cash resources.

The transaction has been accounted for as a business combination under the acquisition method of accounting.

The purchase price allocation has been completed and resulted in the recognition of intangible assets related to technology of $ 3.5 million and goodwill of $ 5.0 million.

In addition, acquisition costs amounting to $ 0.7 million were fully expensed as incurred.

On August 1, 2022 (the "Acquisition Date"), the Company entered into an amended and restated Framework Purchase Agreement (the “FPA”), which provided for the acquisition of the business of Iponweb Holding Limited (the "Iponweb business"), a market-leading AdTech company with world-class media trading capabilities (the “Iponweb Acquisition”).

The purchase price, as per ASC 805, was $ 290.2 million for the Iponweb business, out of which $ 61.2 million represents the fair value of the contingent consideration.

This contingent consideration is payable in cash to the Sellers in an amount up to $ 100 million, conditioned upon the achievement of certain net revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

See Note 13 for further details.

The Company transferred Treasury shares with a fair value of $ 70.2 million to Iponweb's Sellers, subject to lock-up conditions.

See Note 16 for further details.

The transaction was accounted for as a business acquisition.

The purchase price allocation has been completed and resulted in recognition of $ 187.6 million of goodwill .

The acquisition was financed by

available cash resources.

The transaction has been accounted for as a business combination under the acquisition

method of accounting.

The purchase price allocation has been completed and resulted in the recognition of intangible

assets related to technology of $ 3.5 million and goodwill of $ 5.0 million .

In addition, acquisition costs amounting to

$ 0.7 million were fully expensed as incurred.

Restructuring

As part of our ongoing transformation, the Company incurred restructuring costs of $ 23.0 million for the year ended December 31,2023.

The following table summarizes restructuring activities as of December 31, 2023 included in other current liabilities on the balance sheet:

Salaries and other benefits

2024 Restructuring

In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce

our company size by approximately 100 employees ("2024 Restructuring Plan").

Impacted employees in our sales,

technology, and business groups were notified during April 2024 to July 2024.

As of December 31, 2024, we have

completed these employee layoffs.

The Company incurred restructuring costs o f $ 8.5 million for th e year ended December

The following table summarizes those restructuring activities as of December 31, 2024 included in other current

liabilities on the balance sheet:

Salaries and other

(in thousands)

Restructuring liability as of January 1, 2024

Restructuring charge

Amounts paid ( 18,591 )

Restructuring liability as of December 31, 2024

For the year ended December 31,2023 $ 3.5 million, was included in Research and Development expenses, $ 5.6 million, was included in General and Administrative expenses $ 13.9 million was included in Sales and Operations expenses.

For the year ended December 31, 2024 $ 1.9 million was included in Research and Development expenses , $ 5.0 million

was included in General and Administrative expenses and $ 1.6 million was included in Sales and Operations expenses .

2023 Restructuring

In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the

Retail Media and Performance Media segments ("2023 Restructuring Plan").

Impacted employees in our sales,

technology, and business groups were notified during February 2023 and March 2023.

As of December 31, 2023, we have

completed these employee layoffs.

The Company incurred restructuring costs of $ 23.0 million for the year ended

December 31, 2023.

The following table summarizes restructuring activities as of December 31, 2023 included in other

current liabilities on the balance sheet:

Salaries and other

(in thousands)

Restructuring liability as of January 1, 2023

Restructuring charge

Restructuring liability as of December 31, 2023

For the year ended December 31,2023 $ 3.5 million , was included in Research and Development expenses , $ 5.6 million ,

was included in General and Administrative expenses $ 13.9 million was included in Sales and Operations expenses .

The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024.

Segment information

Reportable segments

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.

For the year ended December 31st, 2023, the Company reported its results of operations through the following three segments:

Marketing Solutions, Retail Media and Iponweb.

– Marketing Solutions:

This segment allows commerce companies to address multiple marketing goals by engaging their consumers with personalized ads across the web, mobile and offline store environments.

The management approach designates

the internal reporting used by management for making decisions and assessing performance as the source of the

Company's reportable segments.

Beginning in the first quarter of 2024, the Company reports its results of operations

through the following two segments:

Retail Media and Performance Media.

– Retail Media:

This segment allows retailers to generate advertising revenues from consumer brands, and/or to drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own digital property or on the open Internet, that address multiple marketing goals.

This segment specializes in building real-time advertising technology and trading infrastructure, delivering advanced media buying, selling, and packaging capabilities for media owners, agencies, performance advertisers, and 3rd-party ad tech platforms.

The Company's CODM 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 does not review any other financial information for our three segments, other than Contribution ex-TAC.

The following table shows revenue by reportable segment:

This segment allows retailers to generate advertising revenues from consumer brands, and/or to

drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own

digital property or on the open Internet, that address multiple marketing goals.

– Performance Media:

This segment encompasses commerce activation, monetization, and AdTech services

including our media trading marketplace .

The Company's CODM 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 does not

regularly review any other expense nor financial information for our two segments.

T he following table shows revenue by reportable segment :

Year Ended December 31,

2023 2022 2021

(in thousands)

Marketing Solutions $ 1,617,973 $ 1,762,517 $ 2,007,239

Retail Media 209,007 202,317 246,996

Iponweb 122,465 52,169 —

Performance Media

Total Revenue

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

The following table shows TAC by reportable segment:

Year Ended December 31,

2023 2022 2021

(in thousands)

Performance Media

Total Traffic Acquisition Cost

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s

Consolidated Statements of Operation:

Year Ended December 31,

(in thousands)

Contribution ex-TAC

Marketing Solutions $ 696,681 714,695 796,152

Retail Media 203,460 161,360 124,643

Iponweb 122,465 52,169 —

$ 1,022,606 $ 928,224 $ 920,795

Performance Media

Other costs of sales

Gross profit $ 863,044 $ 795,200 $ 781,944

Operating expenses

8 unchanged sentences

Fair value measurements

As of December 31, 2023 As of December 31, 2022

Cash and Cash Equivalent Marketable Securities Cash and Cash Equivalent Marketable Securities

(in thousands) (in thousands)

Cash 285,518 $ — 282,293 $ —

The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of

input within the fair value hierarchy:

Year Ended December 31,

Cash and Cash Equivalents

(in thousands)

Money market funds

Term deposits and notes

Total $ 336,341 $ 22,545 $ 348,200 $ 25,098

Interest-bearing bank deposits are considered level 2 financial instruments as they are measured using valuation techniques based on observable market data.

The fair value of term deposits approximates their carrying amount given the nature of the investments, its maturities and expected future cash flows.

Marketable Securities

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

December 31, 2023 December 31, 2022

Year Ended December 31,

(in thousands)

Securities Available-for-sale

Term Deposits $ — $ —

Securities Held-to-maturity

Term Deposits

Total $ 22,545 $ 25,098

The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2023.

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 term deposit is considered a level 2 financial instruments as it is measured using valuation techniques based on observable market data.

The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024 , 2023 and

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 securities by contractual maturities:

Held-to-maturity Available-for-sale

Held-to-maturity

December 31, 2024

2 unchanged sentences

From one to five years

Total $ 22,545 $ —

Restricted Cash

As part of the Iponweb Acquisition in August 2022, we had deposited $ 100.0 million of cash into an escrow account containing withdrawal conditions.

The cash secures the Company's potential payment of Iponweb Acquisition contingent consideration to the Sellers, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

We have paid the contingent consideration of $ 22.0 million for the 2022 fiscal year in t he quarter ended March 31, 2023.

December 31, 2023 December 31, 2022

As part of the Iponweb Acquisition in August 2022, the Company had $ 100.0 million of restricted cas h related to an escrow

account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was

subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

the years 2024 and 2023, the Company paid contingent consideration o f $ 54.6 million and $ 22.0 million , respectively.

balance of $ 20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated

Statements of Financial Position as of December 31, 2024.

December 31, 2024

December 31, 2023

(in thousands)

Restricted cash – current

Restricted cash – non-current $ — $ 75,000

Total $ 75,000 $ 100,000

Trade Receivables

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

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

Year Ended December 31,

2 unchanged sentences

(Less) Allowance for doubtful accounts

Net book value at end of period $ 775,589 $ 708,949

Net carrying value at end of period

Changes in allowance for doubtful accounts are summarized below:

Year Ended December 31,

2023 2022 2021

(in thousands)

1 unchanged sentence

Provision for doubtful accounts

Write-off, net of recoveries 21,027 19,370 7,485

Write-offs, net of recoveries

Increase due to acquisition

1 unchanged sentence

Balance at end of period

We write off accounts receivable balances once the receivables are no longer deemed collectible.

During the twelve month period ended December 31, 2023, the Company recovered $ 1.4 million, previously reserved for, and accounted for this as a reversal of provision.

Credit risk is defined as an unexpected loss in cash and earnings if the client is unable to pay its obligations in due time.

We perform internal ongoing credit risk evaluations of our clients.

When a possible risk exposure is identified, we require prepayments or impair Customer credit.

As of December 31, 2023, and 2022, no customer accounted for 10% or more of our gross accounts receivables.

Other Current Assets

The following table shows the breakdown in other current assets net book value for the presented periods:

Accounts receivable balances are written-off once the receivables are no longer deemed collectible.

During the years ended December 31, 2024 , 2023 and 2022, the Company recovered $ 7.6 million , $ 1.4 million and

$ 3.2 million , previously reserved for, and accounted for this as a reversal of provision.

Other Current and Noncurrent Assets

The following table shows the breakdown in other current assets :

Year Ended December 31,

(in thousands)

Prepayments to suppliers $ 7,499 $ 12,421

Other debtors 7,279 6,768

Prepaid expenses

Prepayments to suppliers

Other current assets

Total $ 48,291 $ 51,866

Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses.

Other noncurrent assets for 2024 and 2023 of $ 61.2 million and $ 60.7 million ar e primarily comprised of the

indemnification asset of $ 50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

Property and Equipment, Net

5 unchanged sentences

Construction in progress (1)

46,576 47,534

Leasehold improvements

3 unchanged sentences

(1) includes leasehold improvements projects which are not yet ready for the intended use.

Depreciation expense for 2023 and 2022 was 51.4 million and 55.6 million, respectively.

For the years ended December 31, 2023 and 2022 there were no impairment charges to property and equipment.

Depreciation expense for 2024 , 2023 and 2022 was $ 41.1 million , $ 51.4 million and $ 55.6 million , respectively.

Intangible assets

Changes in net book value during the presented periods are summarized below:

December 31, 2023 December 31, 2022

Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount

Software $ 89,891 $ ( 68,474 ) $ 21,417 $ 63,218 $ ( 53,228 ) $ 9,990

The following table shows the breakdown and changes in carrying value of intangible assets:

December 31, 2024

December 31, 2023

Internally developed

Acquired technology

Acquired customer relationship 99,241 ( 76,079 ) 23,162 97,419 ( 66,003 ) 31,416

Internally developed software in progress 64,636 — 64,636 43,659 — 43,659

Total intangible assets, net 415,260 ( 234,372 ) 180,888 357,706 ( 181,723 ) 175,983

Amortization expense was 48.3 million and 33.4 million for the year ended December 31, 2023, and 2022, respectively.

Software mainly consists of internally developed software.

As of December 31, 2023, expected amortization expense for intangible assets for the next five years and thereafter is as follows:

Software Technology and customer relationships Total

2024 22,472 35,768 58,240

2025 29,889 34,093 63,982

2026 22,920 16,495 39,415

Acquired customer

relationships

Internally developed

software in progress

Total intangible

$ ( 272,683 )

$ ( 234,372 )

Thereafter — 3,676 3,676

Total $ 86,053 $ 94,835 $ 180,888

Additions to Intangible Assets are comprised of internally developed software technology for the years ended December

31, 2024 and 2023 .

Impairment expense of $ 5.7 million has been recognized for the year ended December 31, 2024 in

Research and Development Expense in the Consolidated Statement of Operations.

No material impairment expense was

recognized during the years ended December 31, 2023 and 2022 .

Amortization expense was $ 60.0 million , $ 48.3 million and $ 33.4 million for the year ended December 31, 2024 , 2023 and

2022, respectively.

As of December 31, 2024 , expected amortization expense for intangible assets for the next five years and thereafter is as

relationships

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

Marketing Solutions Retail Media Iponweb Total

(in thousands)

Balance at January 1, 2023

Acquisitions — — 187,600 187,600

Disposal of goodwill

2 unchanged sentences

Balance at December 31, 2023

Acquisitions — 5,021 — 5,021

Disposal of goodwill

2 unchanged sentences

Balance at December 31, 2024

On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Inc.

("Brandcrush"), resulting in a provisional goodwill amounting to $ 5.0 million, subject to post-closing purchase price adjustments.

In addition, on the basis of our impairment assessment as of December 31, 2023, no impairment has been detected.

On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of $ 5.0 million .

Refer to Note 2 for

further discussion.

In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it

results in better alignment with the Company’s strategic business planning.

The voluntary change in accounting principle

related to the annual test date did not delay, accelerate or avoid an impairment charge.

Retrospective application of this

accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of

hindsight, the significant assumptions and estimates that would be used in those earlier periods.

Accordingly, the change

is applied prospectively.

We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October

1, 2024 and no im pairment has been identified.

Financial Liabilities

We are party to a loan agreement and several RCFs with third-party financial institutions.

Our loan and RCF agreements as of December 31, 2023 are presented in the table below:

Nominal/ Authorized amounts

(RCF Only) Amount drawn as of December 31, 2023 (RCF only) Amount Outstanding as of December 31, 2023

Nature (in thousands) Interest rate Settlement date

Bank Syndicate RCF - September 2022 € 407,000 € — € — Floating rate:

EURIBOR / SOFR + margin depending on leverage ratio September 2027

On September 27, 2022, we entered into a new Revolving Credit Facility ("RCF") with a five year tenor with a syndicate of banks which allows us to draw up to € 407 million ($ 450 million).

On November 17, 2023, we updated certain terms of our € 407 million ($ 450 million) syndicated credit facility to a € 407 million ($ 450 million) sustainability-linked credit facility, the framework for which was provided for in the initial credit facility agreement.

Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement remains unchanged.

We are also party to short-term credit lines and overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of € 21.5 million ($ 23.8 million) in the aggregate under the short-term credit lines and overdraft facilities.

As of December 31, 2023, we had not drawn on any of these facilities.

Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate.

As these facilities are exclusively short-term credit and overdraft facilities, our banks have the ability to terminate such facilities on short notice.

At December 31, 2023, no amount is drawn under the RCF.

This revolving credit facilities is unsecured and contain customary events of default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional indebtedness.

At December 31, 2023, we were in compliance with the required leverage ratio.

We are party to several revolving credit facilities with third-party financial institutions.

Our revolving credit facilities as of

December 31, 2024 and 2023 are presented in the table below:

Outstanding as

of December 31,

Outstanding as

of December 31,

(in thousands)

Interest rate

Maturity date

Bank Syndicate RCF -

September 2022

Floating rate:

EURIBOR / SOFR

leverage ratio

September 2027

Other short-term lines of

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness.

As of year-end December 31, 2024 , and 2023, we were in compliance with the required covenants.

November 17, 2023, we updated certain terms of our syndicated credit facility to a € 407 million ( $ 423 million )

sustainability-linked credit facility.

Certain terms and conditions of the amended credit facility are now linked to our

sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of

the credit facility agreement remains unchanged.

As of December 31, 2024 , and 2023, no amounts have been drawn or are outstanding under the revolving credit facility.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an

authorization to draw up to a maximum of € 21.5 million ( $ 22.3 million ) in the aggregate under the short-term credit lines

and overdraft facilities.

As of December 31, 2024 , and 2023 we had not drawn on any of these facilities.

overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR

As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate

such facilities on short notice.

The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange

rate fluctuations.

The following table shows the maturity of our financial liabilities:

Carrying value 2024 2025 2026 2027 2028

(in thousands)

1 unchanged sentence

Financial derivatives

Financial liabilities $ 3,466 $ 3,389 $ 77 $ — $ — $ —

Total Financial liabilities

The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with

lease periods expiring between 2025 and 2036 .

The components of lease expense are as follows:

Three Months Ended December 31,

2023 December 31,

Offices Data Centers Total Offices Data Centers Total

(in thousands)

Lease expense $ 3,052 $ 6,193 $ 9,245 $ 2,157 $ 4,971 $ 7,128

Short term lease expense 147 — 147 169 3 172

Variable lease expense 309 — 309 3 91 94

Sublease income ( 229 ) — ( 229 ) ( 401 ) — ( 401 )

Total operating lease expense $ 3,279 $ 6,193 $ 9,472 $ 1,928 $ 5,065 $ 6,993

Twelve Months Ended

2023 December 31,

Offices Data Centers Total Offices Data Centers Total

Year Ended December 31,

(in thousands)

5 unchanged sentences

As of December 31, 2024 , we had future minimum lease payments as follows:

Offices Data Centers Total

(in thousands)

2024 $ 13,875 $ 23,246 $ 37,121

2025 13,677 10,699 24,376

2026 10,611 9,300 19,911

2027 8,994 7,416 16,410

2028 8,391 3,882 12,273

Thereafter 12,701 358 13,059

Total minimum lease payments

2 unchanged sentences

The weighted average remaining lease term and discount rates as of December 31, 2024 and 2023 are as follows:

2023 December 31,

Year Ended December 31,

Weighted average remaining lease term (years)

Offices 5.64 6.27

Data Centers 3.26 2.93

Weighted average discount rate

Offices 1.14 % 0.96 %

Data Centers 3.18 % 1.54 %

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2023 and 2022:

Twelve Months Ended

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2024 , 2023

Year Ended December 31,

(in thousands)

2 unchanged sentences

Right of use assets obtained in exchange for new operating lease liabilities

As of December 31, 2023, we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets:

Offices Data Centers

As of December 31, 2024 , we have additional operating leases, that have not yet commenced which will result in additional

operating lease liabilities and right of use assets:

(in thousands)

2 unchanged sentences

These operating leases will commence during the fiscal year ending December 31, 2025 .

Other Current Liabilities and Non Current Liabilities

Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table :

1 unchanged sentence

(in thousands)

Customer prepayments $ 25,914 $ 16,334

Rebates 23,315 17,671

Customer prepayments and deferred revenue

Accounts payable relating to capital expenditures

Other creditors

Deferred revenue 10 10

Earn out liability - current

Total $ 104,552 $ 83,457

Other non-current liabilities are presented in the following table:

Other noncurrent liabilities are presented in the following table:

Year Ended December 31,

(in thousands)

Earn out liability – non-current $ — $ 44,696

Uncertain tax positions

Other 2,297 6,550

Total $ 19,082 $ 69,226

Earn out liability

As part of the Iponweb Acquisition (refer to Note 2), the Sellers are entitled to contingent consideration of a maximum of $ 100.0 million, which is conditioned upon the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

The related earn out liability is valued and discounted using management's best estimate of the consideration that will be paid in 2024 (current portion).

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $ 100.0 million ,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

The earn out liability was fully settled during the year 2024.

Employee Benefits

Defined Benefit Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement.

The following table summarizes the changes in the projected benefit obligation:

Defined Benefit Postretirement Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on

retirement, equal to up to twelve months of their salary based on term of employment.

The following table summarizes the changes in the accumulated postretirement benefit obligation:

Year Ended December 31,

2023 2022 2021

(in thousands)

Projected benefit obligation present value - beginning of period

$ 3,708 $ 5,531 $ 6,167

707 1,756 1,324

Accumulated postretirement benefit obligation - beginning of period

Interest cost

Actuarial losses (gains)

( 290 ) ( 3,311 ) ( 1,543 )

Currency translation adjustment

143 ( 341 ) ( 468 )

Projected benefit obligation present value - end of period

$ 4,123 $ 3,708 $ 5,531

Accumulated postretirement benefit obligation - end of period

The Company does not hold any plan assets for any of the periods presented .

1 unchanged sentence

Year Ended December 31,

2023 2022 2021

Discount rate (Corp AA)

1 unchanged sentence

Expected rate of social charges

49.0 % - 50.0 %

Expected staff turnover

Company age-based table

0.0 % - 17.8 %

Estimated retirement age

Progressive table Progressive table Progressive table

TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted

Progressive table

TH-TF 2000-2002

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Group’s employees are eligible for pension payments and similar financial benefits.

The Group provides these benefits via defined contribution plans.

Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year.

The main contributions concern France, the U.S., for 401k plans, and the United Kingdom.

In some countries, the Company’s employees are eligible for defined contribution post-retirement plans and similar

financial benefits.

Under defined contribution plans, the Company has no obligation other than to pay the agreed

contributions, with the corresponding expense charged to income for the year.

The defined contribution plans primarily

related to France, the U.S., for 401(k) plans, and the United Kingdom.

Year Ended December 31,

2023 2022 2021

(in thousands)

Defined contributions plans included in personnel expenses

$ ( 18,342 ) $ ( 17,111 ) $ ( 16,165 )

Defined contributions plans included in personnel

Common shares and Treasury stock

Change in Number of Shares

Number of ordinary shares

ordinary shares

Balance at January 1, 2023

1 unchanged sentence

of which Treasury stock

( 5,985,104 )

Issuance of shares under share option and free share plans (1)

1 unchanged sentence

Treasury Shares Issued for RSU Vesting

Treasury Shares Issued for LUS Vesting

Treasury Shares Retired (1)

Share repurchase program

( 4,286,624 )

Balance at December 31, 2023

1 unchanged sentence

of which Treasury stock

( 5,400,572 )

Issuance of shares under share option and free share plans (2)

4 unchanged sentences

Share repurchase program

( 5,976,764 )

Balance at December 31, 2024

1 unchanged sentence

of which Treasury stock

(1) (2) Adopted by the Board of Directors on July 28, 2022 and December 7, 2022

( 3,467,417 )

(1) Adopted by the Board of Directors on December 7, 2023

(2) Adopted by the Board of Directors on April 25, 202 4 and December 5, 2024

Share-Based Compensation

2 unchanged sentences

Year Ended December 31,

2023 2022 2021

(in thousands)

4 unchanged sentences

Tax benefit from equity awards compensation expense

Total equity awards compensation expense, net of tax effect

For the periods ended December 31, 2024 and 2023 , the Company recognized $ 102.6 million and $ 97.2 million ,

respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of $ 4.0

million capitalized stock-based compensation relating to internally developed software in 2024 .

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

Year Ended December 31,

2023 2022 2021

(in thousands)

2 unchanged sentences

Restricted stock units / Performance stock units

Non-employee warrants ( 1,922 ) ( 1,863 ) ( 1,795 )

Nonemployee warrants

Total equity awards compensation expense

Tax benefit from equity awards compensation expense

A detailed description of each instrument type is provided below.

Total equity awards compensation expense, net of tax effect

Share 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.

In the following tables, exercise prices, grant date share fair values and fair value per equity instruments are provided in euros, as the Company is incorporated in France and the euro is the currency used for the grants.

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

Exercise Price

Intrinsic Value

(in thousands)

Outstanding - December 31, 2023

1 unchanged sentence

Options exercised

Options forfeited

Options canceled

2 unchanged sentences

Vested and exercisable - December

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.

No new stock options were granted in the year ending December 31, 2023 and December 31, 2022.

As of December 31, 2023, there is no unrecognized stock-based compensation expense related to unvested stock options.

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 share options exercised was $ 0.8 million ,

$ 0.2 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

No new stock options

were granted in the year ending December 31, 2024 and December 31, 2023 .

As of December 31, 2024 , there was no

remaining unrecognized stock-based compensation related to unvested stock options.

Lock-up shares

On August 1, 2022, 2,960,243 Treasury shares were transferred to the Founder (referred to as Lock Up Shares or "LUS"), as partial consideration for the Iponweb Acquisition.

As these shares are subject to a lock-up period that expires in three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the Founder's employment agreement is terminated under certain circumstances during the pendency of such lock-up period, they are considered as equity settled share-based payments under ASC 718 and are accounted over the three-year vesting period.

The share based compensation expense is included in Research and Development expenses on the Consolidated Statement of Income.

The shares were valued based on the volume weighted average price of one ADS traded on Nasdaq during the twenty ( 20 ) trading days immediately preceding July 28, 2022.

Shares Weighted-Average Grant date Fair Value Per Share

On August 1, 2022, 2,960,243 treasury shares were transferred to the Iponweb Founder (referred to as Lock-up Shares or

"LUS"), as partial consideration for the Iponweb Acquisition.

These shares were subject to a lock-up period that expired in

three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed

or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the

lock-up period.

These shares were considered as share-based compensation under ASC 718 and were accounted over the

three -year lock-up period.

The share based compensation expense is included in Research and Development expenses on

the Consolidated Statement of Income.

The shares were valued based on the Nasdaq weighted average share price.

In 2024, the Iponweb Founder's employment

agreement was terminated, resulting in the early expiration of the three years lock-up period.

Outstanding as of December 31, 2023

Vested ( 1,006,482 )

( 1,953,761 )

Outstanding as of December 31, 2024

At December 31, 2023, the Company had unrecognized stock-based compensation relating to lock-up shares of approximately $ 17.4 million, which is expected to be recognized over a period from January 2024 to August 1, 2025.

Restricted Stock Units / Performance Stock Units

Restricted stock awards generally vest over four years , subject to the holder’s continued service and/or certain performance conditions through the vesting date.

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

Total compensation expense in 2024 of $ 34.0 million was recognized in Research and Development expense in the

Consolidated Statement of Income.

This includes an additional share-based compensation expense of $ 13.3 million due to

the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately $ 30.0 million , as part

of our share buy-back program.

As of December 31, 2024 , the Company had no unrecognized stock-based compensation

relating to the lock-up shares.

Restricted Stock Units and Performance Stock Units

During the year ended December 31, 2024 , the Company granted new equity under our current equity compensation

plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total

shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted Stock Units

Restricted stock units generally vest over four years , subject to the holder’s continued service and/or certain performance

conditions through the vesting date.

The grant date fair value is determined by the Company Nasdaq share price the day

prior to the grant.

Outstanding as of December 31, 2023

Granted 1,894,491

Vested ( 1,476,005 )

Forfeited ( 475,178 )

( 2,129,087 )

Outstanding as of December 31, 2024

At December 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 74.9 million, which is expected to be recognized over a weighted-average period of 3.1 years.

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

The RSUs are subject to a vesting period of four years , over which the expense is recognized on a straight-line basis.

total of 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value

As of December 31, 2024 , the Company had unrecognized stock-based compensation relating to restricted stock of

approximately $ 77.9 million , which is expected to be recognized over a weighted-average period of 3.2 years .

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured

by Contribution ex-TAC.

A total of 568,081 shares have been granted at target under two plans with a vesting period of three years .

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 1,136,162 .

The grant-date fair value is determined based on the fair-value of the shares at

the grant date.

The weighted average grant-date fair value of those plans is $ 33.07 per share for a total fair value of

approximately $ 18.8 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:

Outstanding as of December 31, 2023

Granted 356,402

Vested ( 204,218 )

Forfeited ( 14,256 )

Performance share adjustment

Outstanding as of December 31, 2024

660,395 € 28.27

At December 31, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $ 9.5 million, which is expected to be recognized over a weighted-average period of 3.0 years .

Non-employee warrants

Non-employee 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

As of December 31, 2024 , the Company had unrecognized stock-based compensation related to performance stock units

of approximately $ 11.3 million , which is expected to be recognized over a weighted-average period of 2.9 years .

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the

Nasdaq Composite Index, and certain other vesting conditions.

A total of 268,226 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 536,452 .

The grant-date fair value is approximately $ 13.8 million , to be expensed on a straight-line basis over the respective vesting

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

Expected volatility of the Company

Expected volatility of the benchmark

Risk-free rate

Expected dividend yield

The number of shares granted, vested and outstanding subject to market conditions is as follows :

Outstanding as of December 31, 2023

Outstanding as of December 31, 2024

As of December 31, 2024 , the Company had unrecognized stock-based compensation related to performance stock units

based of market conditions o f $ 8.7 million , which is expected to be recognized over a period from January 1, 2025 to

March 1, 2027.

Nonemployee warrants

Nonemployee warrants generally vest over four years , subject to the holder’s continued service through the vesting date.

(in thousands)

Outstanding - December 31, 2023

Exercised ( 58,318 )

Outstanding - December 31, 2024

244,457 € 17.65 4.48 € 9.79

Vested and exercisable - December 31, 2024

The aggregate intrinsic value represents the difference between the exercise price of the non-employee warrants and the fair market value of common stock on the date of exercise.

No new stock non-employee warrants were granted in the year ending December 31, 2023 and December 31, 2022.

As of December 31, 2023, the instruments were fully vested.

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.

The aggregate intrinsic value of nonemployee warrants

exercised was $ 1.6 million , $ 0.3 million and $ 0.6 million for the years ended December 31, 2024, 2023 and 2022,

respectively.

During the period ended December 31, 2024 , the weighted-average exercise price of nonemployee warrants

No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023 .

December 31, 2024 , all instruments have fully vested.

Financial and Other Income (Expense)

1 unchanged sentence

Year Ended December 31,

2023 2022 2021

(in thousands)

1 unchanged sentence

Interest and fees

Foreign exchange income (loss) ( 7,553 ) 19,659 ( 1,776 )

Foreign exchange (loss) income

Discounting impact

Interest income (expense) on provision for R&C ( 258 ) 2,258 —

Other financial income (expense)

Other income (expense)

$ 8,337 $ ( 71 ) $ 2,983

Total financial and other income (expense)

The $( 2.5 ) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to market , the accretion of earn-out liability related to Iponweb acquisition and financial expense relating to our € 407 million available Revolving Credit Facility (RCF).

At December 31, 2023, our exposure to foreign currency risk was centralized at Criteo S.A.

and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

The $ 17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition.

This was partially offset by the $ 4.7 million accretion of earn-out liability related to Iponweb acquisition.

Other impacts come from the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and the financial expense relating to our € 407 million available Revolving Credit Facility (RCF) up-front fees amortization and non-utilization costs.

At December 31, 2022, our exposure to foreign currency risk was centralized at Criteo S.A.

and hedged using foreign currency swaps or forward purchases or sales of foreign currencies.

Th e $ 3.1 million fina ncial and other income for the period ended December 31, 2024 was mainly driven by interests

income offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to

market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our

€ 407 million available Revolving Credit Facility ("RCF").

The $( 2.5 ) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds

from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange,

including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and

financial expense relating to our € 407 million available RCF.

The $ 17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive

impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition.

partially offset by the $ 4.7 million accretion of earn-out liability related to Iponweb acquisition.

Other impacts come from

the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and

the financial expense relating to our € 407 million available RCF up-front fees amortization and non-utilization costs.

Breakdown of Income Taxes

1 unchanged sentence

Year Ended December 31,

2023 2022 2021

(in thousands)

Current income tax expense (benefit) $ 43,672 $ 27,584 $ 34,811

France 3,755 5,665 16,549

International

Deferred tax expense (benefit)

( 23,588 ) 3,602 ( 18,642 )

France 634 5,868 ( 9,574 )

Current income tax provision

International

Provision for income tax expense (benefit) $ 20,084 $ 31,186 $ 16,169

Income before taxes included income (loss) from France of $ 38.3 million, $( 4.2 ) million and $ 109.9 million for the periods ended 2023, 2022 and 2021 respectively.

Income (loss) before taxes from countries outside of France totaled $ 36.4 million, $ 46.2 million and $ 46.9 million for the periods ended December 31, 2023, 2022 and 2021, respectively.

Deferred income tax provision

Provision for income taxes

Income before taxes included income (loss) from France of $ 65.4 million , $ 38.3 million and $( 4.2 ) million for the periods

ended 2024 , 2023 and 2022 respectively.

Income before taxes from countries outside of France totaled $ 89.1 million , $ 36.4

million and $ 46.2 million for the periods ended December 31, 2024 , 2023 and 2022 , respectively.

Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French rate of 25.8 % (excluding additional contributions):

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French

rate of 25.8 % (excluding additional contributions):

Year Ended December 31,

2023 2022 2021

(in thousands)

4 unchanged sentences

French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”)

( 2,376 ) ( 2,901 ) ( 4,830 )

Shared-based Compensation

BEAT tax — — 6,560

Non-tax deductible provision from loss contingency on regulatory matters (see Note 20)

( 5,546 ) 16,971 —

Non-tax deductible provision from loss contingency on regulatory matters

(see Note 20 )

Nondeductible Expenses

2 unchanged sentences

French CVAE (1)

1,593 1,635 2,170

Income eligible to reduced taxation rate (2)

( 4,341 ) ( 6,766 ) ( 25,655 )

Change in Uncertain Tax Positions ( 880 ) 412 —

Effect of different tax rates

Other differences

Effective tax expense (benefit) $ 20,084 $ 31,186 $ 16,169

Provision for income taxes

Effective tax rate

Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases.

The impact resulting from the differences between local tax rates and the Group theoretical rate is shown in the “effect of different tax rates.”

The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of

different tax rates.”

(1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France

2 unchanged sentences

The following table shows the changes in the major sources of deferred tax assets and liabilities:

(in thousands) Year ended December 31, 2021 Change recognized

in profit or loss Change recognized

in OCI Purchase Price Accounting Other Currency translation adjustments Year ended December 31, 2022

(in thousands)

Net deferred tax assets :

4 unchanged sentences

Other accruals

Projected benefit obligation 1,429 472 ( 855 ) — — ( 88 ) 958

Financial instruments ( 15 ) ( 726 ) — — — ( 8 ) ( 749 )

Tax Credits 17,031 ( 11,242 ) — — — — 5,789

Other 3,944 ( 607 ) — 7 85 ( 293 ) 3,136

Net deferred tax liabilities:

Intangibles (1)

( 14,972 ) 17,996 — 1,550 653 117 5,344

Gross Deferred Income Taxes 67,276 ( 6,832 ) ( 855 ) 1,564 738 ( 2,569 ) 59,322

Intangibles including capitalized R&D costs

Deferred Tax Assets

Valuation allowance

Net Deferred Income Taxes 32,282 ( 3,602 ) ( 342 ) 609 85 ( 849 ) 28,183

(in thousands) Year ended December 31, 2022 Change recognized

in profit or loss Change recognized

in OCI Purchase Price Accounting Other Currency translation adjustments

Year ended December 31, 2023

Deferred Tax Assets, net of valuation allowance

(in thousands)

Net deferred tax assets :

4 unchanged sentences

Other accruals

Projected benefit obligation 958 146 ( 75 ) — — 36 1,065

Intangibles (1)

5,344 19,004 — — ( 62 ) 54 24,340

Tax Credits 5,789 ( 1 ) — — — — 5,788

Financial instruments ( 749 ) 1,323 — — 159 4 737

Other 3,136 1,846 — — ( 198 ) 183 4,967

Gross Deferred Income Taxes 59,322 22,365 ( 75 ) — ( 1,077 ) 856 81,391

Intangibles including capitalized R&D costs

Deferred Tax Assets

Valuation allowance

Net Deferred Income Taxes 28,183 23,588 ( 30 ) — — ( 144 ) 51,597

(1) Includes Section 174 expense capitalization

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements.

As of December 31, 2023, 2022 and 2021, the valuation allowance against net deferred income taxes amounted to $ 29.8 million, $ 31.1 million and $ 35.0 million, which related mainly to Criteo Corp.

($ 5.7 million, $ 5.7 million and $ 5.7 million, respectively), Criteo Brazil ($ 2.7 million, $ 3.3 million and $ 2.7 million, respectively), Criteo Ltd ($ 10.7 million, $ 8.1 million and $ 7.6 million, respectively), Criteo Singapore ($ 1.2 million, $ 1.5 million and $ 4.2 million), Criteo Pty ($ 2.9 million, $ 2.6 million and $ 2.7 million) and Criteo France ($ 5.0 million, $ 6.5 million and $ 6.2 million, respectively).

The Company mainly has net operating loss carryforwards in the U.S.

for $ 34.5 million in various states, which begin to expire in 2031 and net operating loss carryforwards in the United Kingdom for $ 37.7 million which have no expiration date.

Deferred Tax Assets, net of valuation allowance

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

Consolidated Financial Statements.

As of December 31, 2024 , 2023 and 2022 , the valuation allowance against net

deferred income taxes amounted to $ 27.6 million , $ 29.8 million and $ 31.1 million , which related mainly to Criteo Corp.

( $ 5.9 million , $ 5.7 million and $ 5.7 million , respectively), Criteo Brazil ( $ — million , $ 2.7 million and $ 3.3 million ,

respectively), Criteo Ltd ( $ 9.3 million , $ 10.7 million and $ 8.1 million , respectively), Criteo Singapore ( $ — million ,

$ 1.2 million and $ 1.5 million , respectively), Criteo Australia Pty ( $ 2.9 million , $ 2.9 million and $ 2.6 million , respectively)

and Criteo France ( $ 8.7 million , $ 5.0 million and $ 6.5 million , respectively).

The Company mainly ha s net operating loss carryforwar ds in the U.S.

for $ 26.3 million in various states, which begin to

expire in 2031 and net operating loss carryforwards in the United Kingdom for $ 35.4 million , which have no expiration date.

The company has $ 5.9 million of state R&D tax credits which can be carry-forward indefinitely.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the ownership change limitations provided by the IRS Code 382 and similar state provisions.

Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the

ownership change limitations provided by the IRS Code 382 and similar state provisions.

Such annual limitations could

result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

As of December 31, 2024 , we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries.

We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts.

intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to

such amounts.

Ongoing tax audits

As a multinational corporation, we are subject to regular review and audit by U.S.

federal and state, and foreign tax authorities.

Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising from potential challenges with certain positions we have taken.

Any unfavorable outcome of such a review or audit could have an adverse impact on our tax rate.

As a multinational corporation, we are subject to regular review and audit by French, U.S.

federal and state, and other

foreign tax authorities.

Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising

from potential challenges with certain positions we have taken.

Any unfavorable outcome of such a review or audit could

have an adverse impact on our tax rate.

Uncertain Tax Positions

The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2023 2022 and 2021:

The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended

December 31, 2024 , 2023 and 2022 :

Year Ended December 31,

2023 2022 2021

(in thousands)

1 unchanged sentence

Increases (Decreases) related to current year tax positions

$ ( 1,086 ) 13,315 —

Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 12,229 13,315 —

Ending balance of unrecognized tax benefits (excluding interest and

Interest and penalties associated with unrecognized tax benefits

Ending balance of unrecognized tax benefits (including interest and penalties) $ 16,785 17,980 —

The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 16.8 million as of December 31, 2023.

All of the unrecognized tax benefits are considered non-current.

Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet.

Ending balance of unrecognized tax benefits (including interest and

The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 18.0 million as of

December 31, 2024 .

All of the unrecognized tax benefits are considered noncurrent.

The income taxes we pay are subject to review by taxing jurisdictions globally.

Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time.

Our estimate of the potential outcome of any

uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that

We believe that our estimate has adequately provided for these matters.

However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

On October 8, 2021, the Organization for Economic Co-operation and Development (OECD) announced the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting which agreed to a two-pillar solution to address tax challenges arising from digitalization of the economy.

On December 20, 2021, the OECD released Pillar Two Model Rules (“Pillar Two”) 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.

Additional “top-up” tax will be due, either at domestic level (“Qualified Minimum Domestic Top-Up Tax”, or under Pillar Two computation.

Various foreign jurisdictions have already enacted Pillar Two implementation in domestic laws and some other are in the process of doing it as from 2024.

We are currently evaluating the potential impacts on future periods of Pillar Two, based on domestic implementation laws already adopted, new laws to come and local administrative guidelines to be issued.

However, our future results may include

adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

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.

Numerous jurisdictions have enacted or are in the process of enacting legislation

to adopt a minimum effective tax rate.

As of December 31, 2024 , the adoption of Pillar Two resulted in an impact of

$ 3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations .

The Company will

continue to assess the ongoing impact of Pillar Two as additional guidance becomes available.

Earnings Per Share

Basic Earnings Per Share

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

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent

by the weighted average number of shares outstanding.

Year Ended December 31,

2023 2022 2021

(in thousands, except share data)

Net income attributable to shareholders of Criteo S.A.

$ 53,259 $ 8,952 $ 134,456

Weighted average number of shares outstanding ( Note 15 )

56,170,658 60,004,707 60,717,446

Basic earnings per share

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income 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 (see note 15).

There were no other potentially dilutive instruments outstanding as of December 31, 2023, 2022 and 2021.

We calculate diluted earnings per share by dividing the net income 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 (see Note 15 ).

There were no other potentially dilutive instruments outstanding as of December 31,

2024 , 2023 and 2022 .

Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, restricted share award or BSPCE contracts) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the average market price).

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted

share award) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the

average market price).

Year Ended December 31,

2023 2022 2021

(in thousands, except share data)

Net income attributable to shareholders of Criteo S.A.

$ 53,259 $ 8,952 $ 134,456

Weighted average number of shares outstanding of Criteo S.A.

56,170,658 60,004,707 60,717,446

Dilutive effect of :

Restricted share awards 3,905,076 2,554,516 3,061,807

Restricted share awards ("RSUs")

Lock-up shares ("LUSs")

Share options and BSPCE

Share warrants

Weighted average number of shares outstanding used to determine diluted earnings per share 60,231,627 62,760,197 64,231,637

Weighted average number of shares outstanding used to determine diluted

earnings per share

Diluted earnings per share

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:

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could

potentially dilute EPS in the future are as follows:

Year Ended December 31,

2023 2022 2021

Restricted share awards

Share options and BSPCE

Share warrants — — —

Weighted average number of anti-dilutive securities excluded from diluted earnings per share 348,675 172,758 312,413

Weighted average number of anti-dilutive securities excluded from diluted

earnings per share

Commitments and contingencies

Contractual Commitments

We have $ 65.0 million of non-cancelable contractual commitments as of December 31, 2023, which are primarily related to software licenses, maintenance and bandwidth for our servers.

The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2023 (in millions):

We have $ 76.8 million of non-cancelable contractual commitments as of December 31, 2024 , which are primarily related to

software licenses, maintenance and bandwidth for our servers.

The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2024 :

(in thousands)

Total $ 65,006

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.

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 GDPR violations but reduced the financial sanction against Criteo from the original amount of € 60.0 million ($ 65.0 million) to € 40.0 million ($ 43.3 million).

Criteo made the required sanction payment in the third quarter of 2023.

The decision relates to past matters and does not include any obligation for Criteo to change its current practices.

Criteo has appealed this decision before the Conseil d’Etat .

The € 40.0 million ($ 43.3 million) penalty was applied against the previously accrued liability for loss contingency reflected in our financial statements for the period ended June 30, 2022, which amounted to € 60.0 million ($ 65.0 million).

Criteo issued the required sanction payment during the third quarter of 2023.

We are party to a claim (Doe v.GoodRx Holdings, Inc.

District Court for the Northern District of California), alleging violations of various state and federal laws.

We intend to vigorously defend our position, but we are unable to predict the potential outcome.

Legal and R egulatory 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).

We are party to a claim (Doe v.

GoodRx Holdings, Inc.

District Court for the Northern District of California),

alleging violations of various state and federal laws.

We intend to vigorously defend our position, but we are unable to

predict the potential outcome at this time.

Non income tax risks

We have recorded a $ 31.9 million provision related to certain non income tax items accounted for under "ASC 450 Contingencies".

These risks were identified and recognized as part of the Iponweb Acquisition.

We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the purchase agreement for the Iponweb Acquisition.

The indemnification asset is recorded as part of "Other non current assets" on the consolidated statement of financial position.

Breakdown of Revenue and Non-Current Assets by Geographical Areas

The Company operates in the following three geographical markets:

We have recorded a $ 31.9 million provision related to certain non income tax items accounted for under ASC 450

Contingencies .

These risks were identified and recognized as part of the Iponweb Acquisition in 2022.

We have recorded

an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities

under the purchase agreement for the Iponweb Acquisition.

The indemnification asset is recorded as part of "Other

noncurrent assets" on the consolidated statement of financial position.

Disaggregation of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the years ended December 31,

2024 , 2023 and 2022 :

Year Ended December 31,

(in thousands)

Commerce Growth

Performance Media

Total Revenue

The Company operates in three geographical markets:

North and South America;

1 unchanged sentence

• Asia-Pacific.

The following tables disclose our consolidated revenue for each geographical area for each of the reported periods.

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.

1 unchanged sentence

Year Ended December 31,

2023 2022 2021

(in thousands)

Americas $ 887,247 $ 891,267 $ 916,825

of which United States

EMEA 672,610 706,861 844,312

of which France 100,277 111,368 151,611

of which Germany

Asia-Pacific 389,588 418,875 493,098

of which France

of which Japan

Other Information

For each reported period, non-current assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below.

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 results from the locations of legal entities.

Americas EMEA Asia-Pacific Total

(in thousands)

2 unchanged sentences

Subsequent Events

Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer receives disaggregated information for Iponweb.

As such, we will update our segment financial reporting structure in line with how our CEO assesses performance and allocates resources.

We will have two segments:

Retail Media and Performance Media.

Performance Media combines our former Marketing Solutions and Iponweb segments.

Appointment of Chief Executive Officer

Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors

effective February 15, 2025.

Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be

stepping down from her role as CEO and from the Board.

Clarken will continue to serve in a senior advisory role during a

transitional period.

Share Repurchase Program extension

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.

Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and

potentially in connection with M&A transactions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures