Criteo S.A. 10-K

Item 1. Business History and Development of the Company Criteo S.A. was initially incorporated as a société par actions simplifiée , or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme , or S.A. We are registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of process in the United States ("U.S.") is National Registered Agents, Inc. Business Overview We are the global Commerce Media company that enables marketers and media owners to drive better commerce outcomes. We leverage commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to bring richer experiences to every consumer by enabling discovery, innovation, and choice through trusted and impactful advertising. We enable brands', retailers' and media owners’ growth by providing best-in-class marketing and monetization services and infrastructure on the open Internet, driving approximately $31 billion of commerce outcomes for our customers – in the form of product sales for retailers, brands and marketers and advertising revenues for media owners. We differentiate by delivering the best performing commerce audiences at scale and through the activation of commerce data in a privacy-by- design way through proprietary AI technology to reach and engage consumers in real time with highly relevant digital advertisements ("ads") based on shared characteristics across all stages of the consumer journey. Our data offers deep insights into consumer intent and purchasing habits. Our business is grounded on commerce media. As of December 31, 2024, we served approximately 1 7,00 0 clients including many of the largest and most sophisticated consumer brands, retailers, commerce companies and media owners in the world. We partner with them to capture user activity on their websites and mobile applications ("apps"), which we define as digital properties, and leverage that data to deliver superior ad performance to help marketers, brands and agencies reach their campaign objectives from top to bottom of the marketing funnel. This includes powering the retail media ecosystem as we enable brands to reach shoppers with relevant ads near the digital point of sale on retailer and marketplace websites while enabling retailers to monetize their ad inventory and add a new, high margin revenue stream. In each of the last three years, our average client retention rate, as measured on a quarterly basis, was a pproximately 90%. Demonstrating the depth and scale of our commerce data, we have exposure to $1 trillion in online sales transactions on our clients' digital properties in the year ended December 31, 2024 . Based on this data and other assets, we activated over $4.3 billion of media spend on behalf of our clients and delivered 2 trillion targeted ads in the year ended December 31, 2024. We have established our leading market position in commerce media by focusing on three key assets that differentiate us: actionable commerce data, extensive media access, and world-class predictive AI technology. Our large dataset is uniquely focused on commerce and shoppers, our media access across our broad direct network of media owner partners provides large consumer reach as we see approximately 720 million daily active users, and our purpose-built AI technology activates this data and media to drive multiple commerce outcomes for our customers. Each day, we are presented with billions of opportunities to connect consumers with relevant advertising messages from our commerce and consumer brand clients in compliance with the highest privacy standards, including the General Data Protection Regulation ("GDPR") and California Consumer Privacy Act ("CCPA"). For each of these opportunities, our algorithms analyze massive volumes of shopping data to predict consumer preferences and intent, and deliver specific messaging for products or services that are likely to engage that particular consumer. The accuracy of our algorithms improves with every ad we deliver, as they incorporate new data while continuing to learn from prior interactions. 1 Source: McKinsey, Magna Global, eMarketer, GroupM 2 Industry Trends We operate in commerce media, the fourth wave in digital advertising after display, search and social, leveraging our performance assets along with our Retail Media expertise to deliver impactful ads and reach consumers throughout their shopping journey, when they are the most willing to purchase. We believe the following trends are relevant in assessing our current and future business: Ecommerce is Booming: According to eMarketer, global retail ecommerce penetration is expected to grow to 23% in 2027, up from 20% in 2024. Ecommerce growth creates more advertising inventory in places where commerce audiences are, and it increases our ability to attract more ad spend. Approximately, 70% of Retail Media ad spend was captured by Amazon in 2023 , while Amazon represents approximately a third of total e-commerce Gross Merchandise Value, or GMV. Amazon currently has a disproportionate share of Retail Media investments, and this presents a clear opportunity for brands to diversify their budgets across other Retail Media Networks. First-Party Data Unlocks Huge Potential: Retailers leverage their shoppers’ first-party data to drive advertising revenue. They are creating media experiences around their content assets utilizing their first-party data to curate and monetize their audiences. First-party data is also increasingly valuable in the absence of third-party identifiers. Budgets Shift to Retail Media: More ad budgets are shifting to Retail Media because it performs and it scales, and these budgets are coming from multiple sources. Retail Media budgets come from shopper and trade marketing budgets. Brands are taking advantage of this surge in ecommerce and accelerating the shift of their trade marketing budgets to online to address consumers at the digital point of sales, recreating in-store experiences on digital shelves. Retail Media is also benefiting from marketers reallocating brand budgets from TV, radio, and print to digital advertising given its proximity to product sales and its hyper-targeting capabilities using valuable first-party data. Within the digital advertising sector, search and social budgets are moving to Retail Media networks due to their high performance. Brands, Retailers and Publishers Increasingly Depend on AdTech Partners : Changes in online identity make the environment more complex for both marketers and media owners around addressability and measurement. These changes require brands and retailers to better leverage AdTech providers to solve these problems and continue to drive performance for them. The ability for media owners, retailers, brands and agencies to identify users, create and monetize commerce audiences, and drive sales and customer loyalty, today relies on having the right technology partner, able to activate the right data in an efficient way and measure the results in a transparent way across channels. Addressable Market Starting with Retail Media, we estimate that our serviceable available market (excluding Amazon and China), or SAM, will reach $42 billion by 2026 and $50 billion in advertising spend by 2027 growing at a 20% CAGR. When including Amazon and China, the Total Addressable Market, or TAM, for Retail Media is expected to reach $204 billion in advertising spend by 2027. 1 Criteo's Commerce Media Platform Since 2018, and accelerating since 2020, Criteo has deeply transformed itself and is now a multi-solution Commerce Media Platform provider. The Criteo Commerce Media Platform directly connects advertisers with retailers and publishers on the open internet. We offer marketer and media owner clients a single platform for first-party data-based marketing and monetization, that provides a holistic suite of solutions, powered by AI technology and activates the world’s largest set of commerce data to predict outcomes and deliver targeted ads throughout the buyer journey, from discovery to purchase. Our technology is optimized to drive trusted and impactful business outcomes efficiently and effectively for our advertiser, retailer and media owner clients. These include, for example, driving discovery of our clients' brand, products and points of purchase, enabling effective customer acquisition and engagement in their commerce environments and ultimately increasing volume of product sales, and increasing post sale loyalty and lifetime value. 3 For media owner and retailer monetization, this includes driving advertising revenue and yield by monetizing their data and audiences with consumer brands both directly and through indirect demand partners. Our Solutions On the supply side, we enable media owners to earn more revenue by enriching and activating their first-party data and advertising inventory: • Commerce Yield is a suite of monetization solutions giving retailers and marketplaces full control to achieve maximum monetization of their digital assets through inventory and data management, packaging, and in-depth insights. • Commerce Grid is a Commerce Supply Side Platform ("SSP") for media owner data and inventory monetization which powers Commerce Growth and provides commerce media access to the world's leading agencies through the DSP of their choice. On the demand side, our goal is to maximize returns for advertisers by delivering impactful advertising to the right consumer across the entire shopping journey: • Commerce Max is a Commerce self-service Demand Side Platform (“DSP”) used by brands, agencies and retailers, enabling media planning and buying on retailer and open internet inventories, all with closed-loop product-level conversion measurement. • Commerce Growth is a powerful , performance marketing tool used by Direct-to-Consumer brands and their agencies to drive discovery and to acquire and retain high value customers. It includes full-funnel Commerce Audience targeting. from brand and product discovery in the upper funnel to traffic and customer acquisition in the mid-funnel, and retargeting and retention in the lower funnel. Commerce Audiences leverage our large-scale commerce data and AI-powered audience modelling technology to find shoppers who are likely to respond well to newly discovered brand offers or are already in-market for a given product or service. • Commerce Go is Criteo’s highly automated and next generation Commerce Growth tool set which allows advertisers to create and launch an outcome-based campaign in five clicks. 4 Our Segments Criteo operates as a unified Commerce Media Platform that directly connects advertisers with retailers and publishers on the open internet. In the first quarter of 2024, Criteo changed its segment reporting structure and now reports its business results as two operating and reportable segments: Retail Media and Performance Media . Retail Media assists retailers in generating high-margin advertising revenues from brands and agencies looking to address multiple marketing goals with strong return on ad spend (ROAS), and to drive sales for themselves, by monetizing their audiences through personalized ads, either on their own digital store (also called "onsite") or on media owner properties on the open Internet (also called "offsite"). Examples of expected business outcomes driven by Retail Media include: • Generating advertising revenue for retailers on their online store, by providing retailers with self-service access to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly with consumer brands across various marketing goals; • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest; and • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest. Our retailer and brand customers respectively manage their Retail Media revenues and budgets using a self-service interface . We charge retailers a negotiated supply-side platform fee and sometimes a technology fee, while brands pay us a negotiated demand-side platform fee. In addition, we may charge brands a managed-service fee and other fees for accessing additional insights. On the supply side of Retail media, Criteo's retailer monetization solution suite, Commerce Yield , provides retailers, marketplaces and commerce companies with a complete media tool set. Commerce Yield combines Criteo's former Retail Media Platform with several solutions derived from recent strategic acquisitions, such as marketplace tactics and formats, and digital-shelf insights to support enterprise-level retail media buys. On the demand side of Retail Media, Criteo’s self-service demand-side platform (DSP), Commerce Max, gives brands and agencies a single point of entry to Retail Media inventory onsite and across premium publishers offsite. • Brands and agencies across the globe can use Commerce Max to access data and inventory across multiple retailers and marketplaces, finding valuable audiences on these sites and extending these audiences offsite. • This is underpinned by closed-loop measurement, enabling brands and agencies to quickly and efficiently determine the effectiveness of campaigns and optimize accordingly. Criteo’s supply-side platform (SSP), Commerce Grid, brings additional monetization opportunities. It allows retailers to curate their first party audiences and make them available for access through all DSPs. Performance Media encompasses commerce activation, monetization, and services. Performance Media is available through Commerce Growth to help advertisers achieve their customer acquisition and retention goals. It also includes Criteo real-time advertising technology and trading infrastructure which delivers advanced media buying, selling, and packaged capabilities for media owners, agencies, performance advertisers, and third-party AdTech platforms. Examples of potential business outcomes driven by Performance Media address the full funnel of commerce, including: • Discovery: creating and building brand awareness for a client's existing or new product or service, by targeting relevant high-quality consumer audiences showing intent for that particular product or service and reaching these audiences, for example, through online video ads and through Connected TV channels; 2 Source: eMarketer 5 • Choice: driving qualified visits from new prospects to our clients points of purchase, by engaging such commerce audiences online (either on the web, in apps or on connected TV), with personalized ads offering products or services tailored to their predicted interest; • Purchase: driving sales for commerce clients by engaging consumers online, with personalized ads offering products or services for which they have already expressed shopping intent; or driving more sales from existing customers of our commerce clients, by accurately targeting and re-engaging these existing customers online with personalized ads offering new products or services that they have not yet purchased nor been exposed to. Our clients have access to an integrated self-service client interface that reduces unnecessary complexity and cost associated with manual processes of having to use multiple DSPs and sources of inventory supply. We also offer a managed-service approach to our larger clients, providing deep business intelligence and analytics services. Our teams of advisers aid our larger clients in setting goals for, extracting insights from, and evaluating trends and performance of their various advertising campaigns with us across multiple marketing goals, sources of inventory, advertising channels and formats, and the multiple digital devices that consumers may use. In Performance Media, our Commerce Audiences solutions are focused on attracting more customers for our marketer clients and growing their existing customer relationships, leveraging our AI engine to engage commerce audiences with the right ad for each opportunity: • Increase awareness and interest in a brand, product, or services; • Attract new consumers to an online and/or offline store; • Generate leads from consumers who are in market for a brand, product or services; • Get more shoppers and grow sales on an online and/or offline store; and • Encourage consumers who purchased in the past to make additional purchases. For Performance Media, we typically purchase inventory programmatically on a CPM basis from our direct publisher partners and Real-Time Bidding (RTB) platforms, through standard terms and conditions for the purchase of advertising inventory. This means that inventory purchased for Performance Media solutions is paid to the publisher irrespective of whether the user engages, in whatever form, with the advertisement delivered on that publisher's digital property. Pursuant to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties. For additional information regarding our segments, refer to Note 4 , Segment information, in the Consolidated Financial Statements in this Form 10-K . Our Competitive Strengths Criteo First-Party Media Network Our First-Party Media Network is a key pillar of our hybrid addressability strategy and represents the combination of our unique data and media assets. It is the powerful output of our network of direct relationships with media owners, including retailers, together with our dataset focused on commerce and shoppers that powers Criteo's First-Party Media Network. Our First-Party Media Network enables consented data to interoperate across marketers and, media owners to engage addressable consumers on a one-to-one basis. It also helps to predict how commerce audiences behave and how ads will perform and convert in the same way. We believe that the amount of addressability data we operate in environments that are deprived of third-party signals will allow us to remain effective at private, safe consumer engagement, to drive the best outcomes for our clients and to capture increasingly more advertising budgets. Our data assets include privacy-safe insights derived from our clients' p roprietary commerce data about their own consumers, such as transaction activity on their digital properties, giving us exposure to $1 trillion in online sales on a combined basis in 2024 , representing approximately a third of the global retail ecommerce sales excluding China 2 , or $2.6 billion worth of transactions per day on average. 6 Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or service levels, which do not rely on cross-site tracking technologies, such as third-party cookies. The information we collect is anonymized and does not enable us to personally identify any individual consumer. Our high quality first-party data assets help fuel the accuracy of our algorithms, which improve with the increasing quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well as insights gained through our own extensive operational history. The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy. We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us. Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on over 4.5 billion products or services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us with their customers' purchase history data in formats that preserve privacy. W e have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands, and their activity on media owners’ properties. We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All contributing parties benefit from the shared dataset through our Commerce Media Platform, gaining access to cross-device user IDs and relevant Key Performance Indicators, enhancing their advertising optimization. Transparency is upheld through clear and permission-based data sharing within our data pools, ensuring mutual benefits for all participants. We maintain high levels of data security and user privacy standards for the data we handle. Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their individual contribution, irrespective of size. Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also actively encourage our clients and media owner partners to provide transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor. Our Media assets: our first-party media integrations and media buying scale We provide our marketer clients with extensive real-time access to advertising inventory through direct relationships with thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination of desktop web, mobile web, mobile in-app display, including social and native, online video displays, connected TV, and ad inventory on major retail ecommerce properties, including standard banners, native and sponsored product formats. Our publisher relationships can give us privileged access to first-party publisher data which allow us to bid on impressions without using third-party cookies or other third-party identifiers. Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment. We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times. These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence, harassment or hate speech. 7 In addition, we are an active member of the Coalition for Better Ads , supported by Google, and are compliant with their recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26 standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification Against Fraud and the Brand Safety Certification. AI at Scale AI is core to continuously optimizing the performance of our solutions in ways that deliver effective advertising and highly personalized experiences to consumers and thereby to enable superior outcomes for our clients and partners. AI is also key to driving operational efficiency across our business. The Criteo AI Lab The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 140 engineers, researchers and data scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies. The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI, Information Retrieval and Privacy Preserving Machine Learning. The Criteo AI Engine The Criteo AI Engine is our proprietary software and hardware highly scalable AI infrastructure. It leverages Criteo's data, with the goal of maximizing consumer engagement to drive impactful business outcomes for clients through the delivery of highly relevant and personalized ads in real time. A combination of deep machine learning and Generative AI models power the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to shopper conversion. Lookalikes finder models create and activate audiences built out of shopping insights derived from Criteo unique shopper data. These models enable interference and predictions across user, contextual and product data and support Commerce Audience campaigns to drive new prospects to consider brands, products or services with which they have not yet engaged in the past. Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from our client product feeds. Dynamic Creative Optimization + (DCO+) models optimize banners layout in real time, on a per impression, per user basis. Our patented Dynamic Creative Optimization+ technology offers unlimited personalization, generates and scores trillions of different ad variations without the need to define ad sizes or layouts upfront, while always maintaining the consistency of our clients' brand image.    We work to build the next generation of DCO by blending our proprietary models with Generative AI models in order to create exceptional advertising experiences for our clients’ consumers. Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a user’s engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the purchased product or service that our client generates from such purchase. Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which sponsored products to show on our Retail Media client search result pages, in response to a user’s search queries. As those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly, enabling them to take as input plain sentences or images. T hose modelling major advances are anticipated to unlock a range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online conversational touchpoints (eg: chatbots). 8 While planning and forecasting algorithms enable our clients and partners to fine tune their advertising campaigns to their objectives, Generative AI unlocks automation of creative editing flow in Criteo GO!. We are significantly investing into deploying Generative AI in our solutions to maximize marketer's efficiency while enabling creativity. Our robust software infrastructure allows us to operate seamlessly at a large scale through our network of approximately 36,500 servers as of the end of 2024 . The architecture and processing capabilities of this technology have been designed to match the m assive computational needs and complexity of our algorithms in real time. This technology enables data synchronization, storage and analysis across a large-scale distributed computing infrastructure in multiple geographies, as well as fast data collection and retrieval using multi-layered caching infrastructure. We continue to modernize and transform our data centers infrastructure and architecture, ensuring that we remain at the forefront of evolving AI models, including generational AI, and expect that we will likely add additional capabilities, including high- density GPU servers, to work alongside our existing CPU servers, in coming years. We also expect to invest in liquid cooling technologies in our data centers. Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via experimentation and A/B tests. For example, in 2024 , we performed abou t 1,370 online A/B tests and over 100,000 offline experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our prediction models by measuring the correlation of specific parameters with user engagement, usually measured by consumer visits, clicks and conversions, typically in the form of sales. Privacy-by-design approach . We have long established and adopted Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our marketer and media owner customers. Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts. These experts are part of our R&D and Product organizations and consider all facets of user privacy for the design of any new technology, solution or feature of the Commerce Media Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks. The Data Privacy team delivers company-wide privacy training, enforces our privacy policies and is integral to ensuring that we build the best solutions and services. We regularly review and document our internal privacy policies, amend existing policies as necessary and enforce these policies with our clients, media owner partners and vendors.  Retail Media . Our Retail Media value proposition is unique in the market today. Our offering empowers brands and agencies to find valuable audiences on retailer sites using on-site sponsored and display ads but also extend these audiences off-site, across open internet inventory with unified reporting and closed-loop measurement, including product- level sales attribution. We enable brands, agencies, and multiple retailers to buy and sell retail media using a common platform, thus benefiting from meaningful network effects due to our unique position as the technology supporting a multi- retailer ecosystem, whereas most competitors in the retail media space focus on supporting siloed retailer walled gardens. Brands and their agencies use our platform to access unique inventory at meaningful scale, and retailers get access to brand marketing budgets at a scale they would not be able to access on their own. This creates a network effect where the value for clients only increases as more brand and retailer participants join the ecosystem. In addition, our deep technical integrations with retailers make us instrumental to their digital success and enable us to offer preferred or exclusive inventory to brands and agencies, as well as a superior shopper experience to consumers. We require multi-year commitments and product ads exclusivity as part of our standard retailer services agreements. Our Retail Media vision is powered by a unique flywheel. Securing retailers has been a strategic priority to attract brands that want to advertise on multiple retailer sites. As brand demand grows, more retailers will seek access to that demand to increase their revenue from ads. Brands get access to retailers’ unique inventory and first-party data, enabling them to reach relevant audiences and sell more products with closed-loop measurement. This benefits both brands and retailers by reaching more shoppers. Brands gain insights into shopper behavior and ad performance allowing them to offer personalized recommendations and improve ad results. Through this dynamic, retailers enhance the user experience, leading to higher sales and greater customer loyalty. Both our unique inventory access and increasingly deep technical integrations with other advertising technology and reporting platforms provide defensible relationships with brands and agencies. For example, our API partner program embeds our technology into ad platforms that brands and agencies already use to buy search, social, and other large platforms' ad inventory. 9 Superior Insights and Measurement . We believe we have superior capabilities for Commerce Insights and measurement. Our technology provides our clients with the unique ability to measure against product sales at the product SKU level. For example, our commerce insights can bring together organic shopping data with paid media metrics for brands. In 2024, we achieved our first MRC accreditation for Retail Media measurement, a significant milestone in unifying the ecosystem. Scaled Global Presence. We do business in 108 countries and have a direct operating presence through 23 offices in 16 countries . We have achieved this global presence by replicating and scaling our effective business model across all geographic markets. Large businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective across multiple geographies. We believe we can meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results and commerce outcomes. Strong Financial Model . Our profitable, cash-generative financial model allows us to invest for growth while maintaining healthy profitability. Our company has a sustainable, robust profitability margin. In addition, we manage our expense base in a disciplined way, and we drive operating leverage fr om scaling and transitioning to more self-service solutions over time, as well as optimizing our business processes. Our Business & Growth Opportunities We have successfully implemented our Commerce Media Platform vision, positioning the company at the forefront of industry transformation and enabling us to capitalize on emerging trends in digital advertising. Our mission is to empower the world's marketers and media owners to build full-funnel strategies, more efficiently, targeting Commerce Audiences with multi-channel reach, AI-driven optimization and seamless first-party data integration to enhance personalization and improve performance. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice. Our overarching priority is to drive sustainable and profitable growth for our business. This involves investing in the fast- growing ecommerce space and broadening our value proposition to cover all commerce media marketing goals as part of our Commerce Media Platform driving measurable business outcomes to our marketer and media owner clients. We are further expanding our rapidly growing retailer client base, becoming a platform of choice for agencies and brands and reinforcing our performance advantage. We continue to invest in building the world’s leading Commerce Media Ecosystem with notable wins and valuable expansions across our partner network. Our ecosystem is a critical part of Criteo’s moat and the unique value we provide to clients. • Strategics – In 2024 , our partnership with Google continued to expand with Google's DV360 leveraging Criteo’s Commerce Audiences to power advertiser campaigns. Furthermore, our strategic collaboration with Microsoft as their 'preferred onsite partner' for Retail Media and the design of our demand integration with Microsoft Advertising underscores Criteo's leadership, innovation and scale in this rapidly evolving space. • Retail Media - We continue to operate the world's largest independent Retail Media API program, connecting with 13 buying partners and integrating with leading order management systems, including Salesforce. • Retailer Data – A key focus has been to enable interoperability of retailer data across our platform. We recently announced an example of this with Boots, a UK retailer, demonstrating over a 20% uplif t for their advertiser using this new data service. • Performance Media - We are exploring the impact of Buy Now Pay Later (BNPL) features in our ads to boost consumer engagement and conversion rates, showcasing our commitment to innovating at the intersection of fintech and advertising to deliver value for advertisers and consumers. • Resellers – We are always seeking efficiencies and expanded our reseller program to include Turkey and Latin American markets (excluding Brazil) in addition to Africa and targeted countries in Eastern Europe and APAC. • Addressability- Criteo continues to develop its partnership base with ID partners that allow us to target incremental inventory using privacy compliant and consent based solutions in the US and Japan. 3 In the first quarter of 2023, we streamlined our client count methodology which is now based on unique billing accounts while the previous methodology included clients from whom Criteo has received a signed contract or an insertion order during the previous 12 months. The new methodology led to the consolidation of some client accounts but does not change the underlying activity or the overall trends. 10 • 1P Data - We have ne ar ly 40 data platfor m and customer engagement platform partnerships enabling the activation of first-party audiences across Performance Media and Retail Media. We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the potential to accelerate our Commerce Media Platform strategy by enhancing, complementing or expanding our strategic capabilities, primarily through technology and broadening our Commerce Media capabilities across all channels. Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial profile, strong brand and market position enable us to be an attractive acquirer. We intend to continue to invest in growing our business, while driving productivity and efficiency gains through organization simplification and operational excellence across the company and maintaining healthy profitability. We believe these investments will feed the long-term sustainable growth of Criteo. Driving operational excellence through the company to self-fund for our investments involves increasing automation and the scalability of our operations. We also leverage cutting- edge technology to streamline processes and enhance operational efficiency. Infras tructure Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of December 31, 2024 , we manage our global infrastructure of servers through a global network of data centers. Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered through one or more data centers that support each particular area. Within large areas, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for time-constrained services such as RTB . In addition, we replicate data across multiple data centers to maximize availability and performance. We also generally seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing resource efficiency and clean energy to operate sustainable data centers. As part of our growth strategy, some of our products rely on major public cloud providers. Performance, response time and reach are driving how we manage cloud capacity. We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and software-based access controls for our source code and production systems, segregated networks for different components of our production systems and centralized production systems management. Our Clients On the demand side for commerce media activation, our diversified client base consists of more than 3 ,500 established brands and agencies, and more than 13,500 performance marketers, primarily in the retail, travel and classifieds verticals, and including some of the largest and most sophisticated commerce companies in the world. On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 225 retailers, as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets. As of December 31, 2024 , we had a total of approxim ately 17,000 clients. 3 In 2024 , approximately 40% of our client relationships were held directly with the client and the remaining 60% with advertising agencies or other third-parties on the Performance Media side of the business, whereas 30% of our Retail Media revenue comes from agencies. In 2024 and 2023 , our largest client represented 4.6% and 2.1% of our revenue, respectively, and in 2024 and 2023 , our largest 10 clients represented 17.1% and 12.3% of our revenue in the aggregate, respectively. 11 There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on Criteo. Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for large clients, and performance agencies and resellers for midmarket clients. Research and Development We invest substantial resources in research and development to maintain our leading position in Commerce Media. Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research and development centers in France, the U.S., Canada, Cyprus, Germany, and Armenia. We expect to continue to expand our technological capabilities in the future and to invest significantly in continued research and development and new solutions. W e had 1,104 employees primarily engaged in Research and Development and Product as of December 31, 2024 . Research and development expenses, including expenses related to the Product group, totaled $279.3 million , $242.3 million and $187.6 million for 2024 , 2023 and 2022 , respectively. Intellectual Property Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. We generally require employees, consultants, clients, publishers, suppliers and partners to execute confidentiality agreements with us that restrict the disclosure of our intellectual property. We also generally require our employees and consultants to execute invention assignment agreements with us that protect our intellectual property rights. Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology. Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom. Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Media Platform or obtain and use information that we regard as proprietary. As of December 31, 2024 , we held 33 patents is sued by the U.S. Patent and Trademark Office and various foreign counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have also registered numerous internet domain names. Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and associated expenses may be necessary to enforce our proprietary rights. 12 Privacy, Data Protection and Content Control Legal and Regulatory Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, augment, analyze, use and share personal data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies. In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may be subject to significant evolutions in the near future both at a federal and at a state level. At a federal level, lawmakers are considering the possibility of adopting a federal privacy law and a draft bill was published in this regard in 2022 ("American Data Privacy and Protection Act"). In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020. The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, creating new notice obligations and new limits on the sale of personal information, and creating a statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective. In November 2020, the voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses. We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business. Other states in the U.S. are quickly adopting state enacted privacy laws. Currently, a total of 20 states in the U.S. have passed consumer and privacy laws . Of those 20, eight state's laws are currently effective. Some of these consumer and privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex regulatory landscape, which could result in material costs. In addition, the Criteo Commerce Media Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions. In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets. A replacement for the E-Privacy Directive is still under discussion by EU member states to align the E-Privacy Directive to GDPR and force a harmonized approach across EU member states. It is possible that the proposed e-privacy regulation could further raise the bar for the use of cookies. However, the advancement of the legislative process for the adoption of the e-privacy regulation remains quite uncertain. Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher. On October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés , or the "CNIL") issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform. 13 The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent to the “refuse all” button should be present on the first layer of the consent management platform. Further, the ability to withdraw consent must be readily available at all times. As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business. For additional information regarding the investigation into the Company's compliance with GDPR, please refer to Note 20 , Commitments and Contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K . Self-Regulation In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to provide notice and choice to users regarding targeted advertising. In an effort to harmonize the industry’s approach to internet-based advertising, these programs facilitate a user's ability to disable services of integrated providers, but also educate users on the potential benefits of online advertising, including access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future. Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver, which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out of receiving targeted advertisements we deliver. We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information to consumers about our collection and use of data relating to the advertisements we deliver and monitor. Content Control and Brand Safety Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of internal and external brand safety measures to ensure that the brand equity of our clients is protected. These measures include our partnership with industry recognized and MRC-accredited services from DoubleVerify. To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic. We also leverage industry compliant blocklists from the Interactive Advertising Bureau, and Trustworthy Action Group ("TAG") to filter out known sources of IVT and we partner with industry recognized and MRC-accredited service Double Verify to supplement our pre-bid and post-bid detection and filtration capabilities of IVT. We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected group of companies that have been granted the Platinum Seal by TAG. Government Regulation Further to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties. 14 Competition We compete in the commerce media market and in the broader market for digital marketing and media monetization, primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including but not limited to large well-established internet publishers and players, in particular as we continue to expand the breadth of the Criteo Commerce Media Platform. We currently compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play Demand-Side Platforms ("DSPs"), such as The Trade Desk, pure play Supply-Side Platforms (“SSPs”) such as Magnite or PubMatic, and pure play retail SSPs such as Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc. ("Adobe"), Oracle Corporation ("Oracle") and Salesforce.com, Inc. ("Salesforce"), or public and private companies specialized in the Marketing Technology ("MarTech") space. In addition, web browsers, and desktop and mobile operating systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and impact on the way we operate. Seasonality Our client base consists primarily of companies in the Retail, Travel and Classifieds industries. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period. Employees and Human Capital Management We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of “open, together and impactful”. As of December 31, 2024 , we had 3,507 employees . Our employees employed by French entities ( 970 employees ) are covered by a collective bargaining agreement and are represented by employees through a Social and Economic Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations. Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention and employee engagement. Talent Acquisition & Development Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent. Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2024 , a pproximately 25,000 training hours we re delivered to our employees. To assess and improve employee retention and engagement, we periodically survey employees, and take action to address areas of employee concern. In 2024 , we carried out 4 employee surveys, soliciting fee dback on a wide range of topics including well-being, flexibility, and inclusion. 15 Culture As a global technology company, we believe that a diverse and inclusive culture is the cornerstone for driving creative collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment through how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and a diverse and inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups to encourage community, engagement and networking for all employees . Health, Safety and Wellness Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and support employees with their work life integration and believe that flexibility is an essential element to remain engaged, efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest potential. Total Rewards We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with reference to external market comparisons, internal equity, and the relationship between management and non- management compensation. Our total compensation packages include base pay, performance-based incentives, long-term incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family leave, employee assistance and well-being programs among many others. Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual reference. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10- K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 16