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Item 1. Business

2026-02-26 compared with 2025-02-28 · 475 added, 511 removed, 288 unchanged (77% of the section changed)

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process in the United States ("U.S.") is National Registered Agents, Inc.

On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to

Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs")

structure with ordinary shares to be directly listed on Nasdaq.

The Conversion requires a shareholder vote for approval,

which will be conducted through a general meeting of the Company’s shareholders on February 27, 2026.

If shareholder

approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the

third quarter of 2026.

Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from

Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such

action is in the best interests of the Company and its shareholders.

Business Overview

We are the global Commerce Media company that enables marketers and media owners to drive better commerce

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

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,

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.

McKinsey, Magna Global, eMarketer, GroupM

Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable

business outcomes.

our technology enables discovery, engagement, and conversion across the shopper journey.

We reach shoppers wherever

they are with personalized advertising and deliver the outcomes that matter most to brands.

All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as

an orchestration platform and decisioning layer across the ecosystem, operating at global scale.

We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable

commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads.

In 2025, we powered ove r $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and

delivered 2 trillion targeted ads across the open internet and retailer ecosystems.

Our platform serves approximately 17,000 clients , including leading global brands, retailers, and media owners.

Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties,

and translate that intent data into actionable insights.

This enables our clients to deliver high-performing campaigns across

all stages of the marketing funnel, from discovery to conversion.

In Retail Media, we help brands reach consumers near the

digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory.

Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of

our platform and relationships.

Criteo’s competitive advantage lies in three core assets:

Actionable Commerce Data:

We curate one of the largest commerce data sets in the world, normalizing and

mapping ove r 5 billion SKUs to brands, merchants, and transactions.

This gives us unique insight into people–

product relationships and purchase intent across categories and channels.

Extensive, Cross-Channel Media Access:

We reach approximately 740 million daily active users through direct

integrations with thousands of media owner partners, and more than 3 billion daily active users through social

media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of

consumer privacy.

Proprietary Predictive AI:

With over two decades of AI innovation, our models continuously learn from billions of

shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in

real time to deliver superior outcomes for our clients.

Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives , and optimize

bids, all in compliance with global privacy standards such as the General Data Protection Regulation (“GDPR”) and

California Consumer Privacy Act of 2018 (the “CCPA”) .

This continuous learning loop improves performance and

strengthens our platform’s intelligence over time.

Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of

growth in digital advertising.

As consumer journeys expand across retail media, the open web, social, connected television

("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop,

and to do so with precision, scale, and trust.

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

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.

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.

Criteo operates at the center of profound shifts in the digital advertising and commerce ecosystems.

Consumer attention

continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for

marketers and opportunity for Criteo.

Our goal is to engage consumers wherever they are in their shopping journeys and to

help brands, agencies and retailers deliver measurable outcomes across retail media, the open internet, mobile, social

platforms, online video and CTV.

Several secular trends continue to shape our industry and inform our strategy.

Ecommerce growth and digital transformation

Global ecommerce continues to expand rapidly.

According to eMarketer, retail ecommerce penetration is expected to reach

23% in 2027, up from 20% in 2024 .

This sustained growth is creating more advertising inventory in digital commerce

environments and driving continued shifts in marketing budgets toward measurable, data-driven channels.

approximately 75% of retail media ad spend in the U.S.

is concentrated on Amazon , which accounts for roughly one third of

ecommerce gross merchandise value.

As more brands diversify their media investments beyond Amazon, the opportunity

for independent retail media networks continues to grow.

Budgets shifting to Retail Media

Retail Media remains one of the fastest growing segments in digital advertising.

Brands are reallocating budgets from

traditional shopper marketing, trade marketing and upper-funnel media toward retail media because of its proximity to the

point of sale and its closed-loop measurement capabilities.

Retail media networks are also benefiting from share shifts

within digital budgets as advertisers move spend from search and social platforms to channels with higher performance

and transparency.

Connected television and performance advertising

CTV has become the second fastest growing advertising channel after retail media.

As audiences migrate from linear TV to

streaming, marketers increasingly demand measurable, performance-oriented solutions for CTV that can be optimized like

digital media.

The ability to leverage commerce data to reach qualified audiences and measure campaign impact positions

Criteo to capture this next wave of performance-driven CTV advertising.

Agentic AI and the evolution of shopping

Agentic AI is emerging as a natural extension of how consumers discover and choose products online.

assistants and shopping agents are beginning to guide people through product discovery and decision-making in more

personalized and efficient ways.

Scaled and differentiated commerce data will be essential in this environment, allowing AI

systems to surface relevant products and recommendations in real time.

Criteo’s combination of deep commerce data,

proprietary AI infrastructure and real-time activation capabilities positions us to support advertising that integrates naturally

into these evolving consumer experiences.

McKinsey, Magna Global, eMarketer, GroupM

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.

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.

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.

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

• 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.

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").

Criteo’s addressable market continues to expand as our platform reaches more channels and touchpoints across the

shopper journey.

Our Commerce Intelligence Platform enables advertisers to engage consumers wherever they are across

retail media, the open internet, mobile, social, online video and CTV, unlocking a broader share of global advertising

As commerce becomes increasingly distributed and measurable, we are positioned at the center of this shift,

connecting brands, retailers and media owners through data, AI and scaled activation.

In Retail Media, excluding Amazon and China, our Serviceable Available Market ("SAM") is expected to reach

approximately $42 billion in advertising spend by 2026 and $50 billion by 2027, reflecting a compound annual growth rate

of about 20%.

Including Amazon and China, the Total Addressable Market ("TAM") is projected to reach approximately

$204 billion by 2027.

1 As more retailers scale their media networks and brands increase investment in on-site and off-site

retail media, Criteo’s global reach and integrations position us well to capture this expanding share of spend.

In Performance Media, advertisers continue to prioritize measurable outcomes across the full marketing funnel, reallocating

spend from traditional and walled-garden environments towards solutions that combine precision targeting, automation and

closed-loop measurement.

We estimate that our SAM in performance media will reach approximately $143 billion by 2026

across addressable channels.

Our platform continues to expand across additional channels, including social, CTV and emerging agentic AI environments,

which represent newer areas of growth for Criteo.

By applying our commerce data and AI capabilities across these

environments, we maintain consistent performance throughout the consumer journey.

This broader channel reach naturally

expands our TAM and reinforces Criteo’s ability to capture a growing share of global digital advertising spend.

Criteo's Commerce Intelligence Platform

Over the past several years, Criteo has been transforming from a single-channel, managed-service point solution in

performance marketing into a full-funnel, cross-channel, self-service commerce AI platform.

We offer marketers, agencies, retailers and media owners a unified platform for first-party data activation and monetization.

The platform provides a holistic suite of solutions powered by advanced AI and activates one of the world’s largest sets of

commerce data to predict outcomes and deliver targeted advertising throughout the buyer journey, from discovery to

Criteo’s data advantage lies in the scale, granularity and normalization of its commerce data, which enables

precise audience targeting and measurable performance.

Our technology is designed to drive trusted and impactful business results efficiently and at scale for advertisers, retailers

and media owners.

These outcomes include driving discovery of our clients’ brands, products and points of purchase,

enabling effective customer acquisition and engagement within their commerce environments, increasing the volume of

product sales and strengthening post-sale loyalty and lifetime value.

For media owners and retailers, our platform also enhances monetization by driving incremental advertising revenue and

yield through the activation of their data and audiences with consumer brands, both directly and via indirect demand

Our Demand-Side Solutions

For advertisers and agencies, we deliver outcome-based advertising across the full funnel:

• Commerce Max is our suite of retail media demand-side tools that allow brands, agencies and retailers to plan

and buy media across retailer and open internet inventory with closed-loop, product-level measurement and return-

on-ad-spend optimization.

• Commerce Growth helps direct-to-consumer brands and agencies drive discovery, acquisition and retention

through full-funnel audience targeting powered by Criteo’s commerce data and AI modeling.

• GO is our self-service, AI-driven solution that automates campaign creation and optimization, enabling advertisers

to launch outcome-based, full-funnel, cross-channel campaigns quickly and efficiently while maintaining

performance standards.

Our Supply-Side Solutions

For media owners, we enable the enrichment and activation of first-party data and inventory.

• Commerce Yield provides monetization solutions that help retailers and marketplaces maximize the value of their

digital assets through inventory and data management, packaging, and in-depth insights.

• Commerce Grid is a commerce-focused Supply Side Platform ("SSP") for media owner data and inventory

monetization.

It powers Commerce Growth, enables access to commerce and retailer audiences with full Demand

Side Platform ("DSP") interoperability and provides a programmatic path to retail media at scale.

Synergies across our platform drive greater scale, flexibility and value for our partners.

We report results across two operating and reportable segments:

Performance Media and Retail Media .

Performance Media encompasses commerce activation, monetization and services that enable advertisers to reach and

convert consumers across channels.

Performance Media helps brands and agencies achieve measurable results across

the full funnel, from discovery to conversion and retention, using outcome-based advertising powered by our AI-driven

Commerce Growth (managed-service) and GO (self-service) solutions.

Performance Media supports a wide range of business objectives, including:

• Driving brand and product discovery and new customer acquisition by targeting commerce audiences with high

purchase intent;

• Attracting qualified traffic to client points of purchase across the open internet, mobile and CTV;

• Increasing conversion and sales through personalized ads informed by commerce data;

• Strengthening customer loyalty by re-engaging existing shoppers with relevant product recommendations.

We are focused on the following strategic priorities that are expected to reaccelerate growth:

• Cross-channel expansion :

Our goal is to meet consumers wherever they are, with social and CTV as key

priorities to deliver measurable outcomes.

This diversification broadens our addressable market and unlocks new

sources of spend.

• Full-funnel capabilities:

Commerce Audiences already enable precise targeting for acquisition and retention.

Expanding these solutions to include discovery audiences allows us to capture a larger share of advertising

budgets and deliver performance across the entire marketing funnel.

• Self-service scale:

GO provides advertisers with tools to automate and optimize campaigns efficiently, driving

sustainable scale among small and mid-sized clients while reducing our cost to serve and supporting partnership-

driven demand, including through our Shopify integration.

The rise of agentic AI is a natural extension of our strategy.

Intelligent assistants are starting to guide people through their

shopping journeys, helping them discover, compare, and choose products in new ways.

We see this as another channel

where brands will want to engage, because every major shift in digital has created more fragmentation.

Our technology enables advertisers to manage cross-channel campaigns through a unified self-service interface, with full

visibility into performance and return on ad spend.

For larger clients, we also offer managed-service options that provide

advanced analytics, insights and strategic guidance.

Performance Media operates primarily on a cost-per-thousand-impressions ("CPM") basis, purchasing inventory

programmatically through direct publisher relationships and real-time bidding exchanges.

This model allows us to optimize

ad delivery in real time while maintaining flexibility and scale across our global media network.

Retail Media enables retailers to generate high-margin advertising revenue from brands and agencies while helping those

same advertisers drive product sales on retailer sites.

Retail Media connects brands to shoppers at the digital point of sale

through personalized ads that appear on retailer websites (on-site) and across the open internet (off-site).

Examples of expected business outcomes driven by Retail Media include:

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offering specific brand products available on the retailer's digital store and for which consumers have expressed

Our retailer and brand customers respectively manage their Retail Media revenues and budgets using a self-service

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:

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;

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;

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

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;

• 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

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.

to such arrangements, we purchase impressions for users that Criteo recognizes on these publishers' digital properties.

Retailers use our self-service technology to manage and monetize their audiences, traffic and ad inventory, while brands

and agencies use our demand tools to plan, activate and measure campaigns with closed-loop attribution.

charge retailers a negotiated SSP fee and sometimes a technology fee, while brands pay us a negotiated DSP fee.

Our retail media ecosystem continues to grow through strategic partnerships and integrations that expand access to

Partnerships with Google, Microsoft and Mirakl extend our reach to new advertisers and budget pools, while our

API partner program enables agencies and brands to access Criteo’s technology directly within the buying platforms they

For additional information regarding our segments, refer to Note 3, Segment information, in the Consolidated Financial

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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.

Commerce Data Assets

Our data assets include privacy-safe insights derived from our clients' proprietary commerce data about their own

consumers, such as transaction activity on their digital properties, giving us exposure to approximately $1 trillion in online

sales o n a combined basis in 2025, representing approximately a third of the global retail ecommerce sales excluding

China 2 , or $2.9 billion worth of transactions per day on average.

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.

service levels, which do not rely on cross-site tracking technologies.

The information we collect is anonymized and does

not enable us to personally identify any individual consumer.

Our high quality and scaled 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

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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

We 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.

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.

maintain high levels of data security and user privacy standards for the data we handle.

contributing parties benefit from the shared dataset through our platform, 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

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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

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.

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 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.

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

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.

AI is central to our ability to deliver measurable outcomes.

It is also key to driving operational efficiency across our

The Criteo AI Lab was established in 2018 and is pioneering AI innovation with 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 is our proprietary AI infrastructure that 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 diverse machine learning models, encompassing deep learning models,

among which Generative AI models powering the Criteo AI Engine to optimize each and every touch point on the

advertising journey, all the way from media planning to shopper conversion.

Our Model Context Protocol ("MCP") server provides the infrastructure for agentic commerce, demonstrating the

flexibility of our platform in new AI-driven workflows.

MCP serves as a foundation for delivering product and shopper

information to AI agents in a real-time, structured and controlled way.

It ensures continuously updated data with accurate

pricing and availability, optimized for inference precision, and accessible only to authorized partners under clearly defined

Our AI agents enable brands to generate audiences, set up and manage campaigns and surface insights instantly,

reducing friction across data workflows from natural language.

For example, our audience agent is a conversational tool to

help marketers explore, build and refine audiences that match their campaign goals, budget, and ideal customer profiles.

Our Commerce Foundation Model is a large deep learning multimodal model designed to enhance all our specialized AI

models, including recommendation, bidding, keyword search and product categorization.

Trained on Criteo’s extensive

commerce data across products, user timelines and contexts, the model will generate holistic embeddings that improve

prediction accuracy, training efficiency and scalability across use cases.

This initiative positions Criteo at the forefront of

commerce intelligence, enabling faster model iteration, reduced training costs and improved performance across solutions.

Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to

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Dynamic Creative Optimization+ (DCO+) models optimize banners layout in real time, on a per impression, per user

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.

Our patented DCO+ 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'

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.

Within our platform, Generative AI also

powers automation of creative editing in Criteo GO, enhancing productivity and enabling greater creativity.

Predictive bidding models compute the fair price for each potential ad to show.

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enabling them to take as input plain sentences or images.

T hose modelling major advances are anticipated to unlock a

Those major modelling 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:

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.

conversational touchpoints (e.g., chatbots).

Our robust infrastructure continued to advance in 2025, combining scale, efficiency, and innovation to power our growing

AI-driven ecosystem.

As of December 31, 2025, our 11 data centers operated 27,793 servers equipped with nearly 1

million CPU cores, more than 9 million GPU cores, and over 6.8 million GiB of memory.

This evolution reflects a shift

towards more powerful and efficient architectures, enabling us to deliver greater computational performance with fewer

This transformation strengthens our ability to support increasingly sophisticated AI models while maintaining a

leaner and more sustainable infrastructure footprint.

By investing in high -density GPU servers and next-generation

hardware, we continue to expand the scale, speed, and capability of our platforms-ensuring our systems remain ready to

power the next wave of AI innovation.

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

For example, in 2025, w e performed about 2,449 online A/B tests and over 100,000 offline

experiments and tests.

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consumer visits, clicks and conversions, typically in the form of sales.

We provide our marketer clients with extensive real-time access to advertising placements 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, social, online video, CTV, and ad inventory on major retail ecommerce

properties, including shoppable videos, standard banners, native and sponsored product formats.

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

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.

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.

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

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.

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 Intelligence Platform.

They also perform ongoing

Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks.

Our Retail Media value proposition is unique in the market today as we bring global scale, flexible technology, and deep

connections to brand and agency demand.

Our offering enables brands and agencies to reach valuable audiences on

retailer sites through on-site sponsored, auction-based display and shoppable video ads, while extending those audiences

off-site across the open internet with unified reporting and closed-loop measurement, including product-level sales

We provide a common platform for brands, agencies and retailers to buy and sell retail media at scale,

benefiting from network effects unique to our multi-retailer ecosystem.

Unlike competitors supporting siloed retailer walled

gardens, Criteo connects multiple retailers and brands within one interoperable platform, allowing both sides to access

greater demand, inventory and budget opportunities.

Our deep technical integrations with retailers make us an essential

part of their digital monetization strategies, enabling preferred or exclusive inventory access for brands and agencies and

delivering a superior shopping experience for consumers.

Our Retail Media vision is driven by a powerful flywheel:

as more retailers join the platform, they attract greater brand

demand, which in turn brings additional retailers seeking access to that demand.

Brands leverage retailers’ unique first-

party data to reach high-intent audiences and drive measurable product sales, while gaining insights into shopper behavior

and ad performance.

This dynamic creates compounding value for all participants—boosting retailer revenue, improving ad

effectiveness for brands and enhancing the overall shopper experience.

Superior Insights and Measurement

We believe we have superior capabilities for Commerce Insights and

Our technology provides our clients with the unique ability to measure against product sales at the product

For example, our commerce insights can bring together organic shopping data with paid media metrics for

In 2024, we achieved our first MRC accreditation for Retail Media measurement, a significant milestone in unifying

the ecosystem.

We believe we have superior capabilities for Commerce Insights and measurement.

Our MRC-accredited 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.

Scaled Global Presence

We do business in 108 countries and have a direct operating presence through 23 offices in 16

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.

We do business in 110 countries a nd have a direct operating prese nce through 26 offices in 19 countries .

achieved this global presence by replicating and scaling our effective business model across all geographic markets.

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.

Robust Financial Model

Our profitable and cash-generative financial model enables us to invest in growth while maintaining strong profitability.

manage expenses with discipline and continue to expand operating leverage through the scaling of self-service solutions

and ongoing process optimization.

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

• 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.

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.

• 1P Data - We have ne ar ly 40 data platfor m and customer engagement platform partnerships enabling the

We have positioned the Company at the forefront of industry transformation, and our 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 marketing goals as part of our Commerce Intelligence Platform, driving measurable business

outcomes to our marketer and media owner clients.

We are further expanding our growing retailer client base, becoming a platform of choice for agencies and brands and

reinforcing our performance advantage.

Our partner ecosystem is a critical part of Criteo’s moat and the unique value we provide to clients.

• Retail Media – We continue to unlock and broaden access to demand across our ecosystem.

In 2025, Criteo

became Google’s first onsite Retail Media partner, marking a significant milestone in expanding advertiser reach.

We operate the world’s largest independent Retail Media API program, connecting with 14 leading buying partners

and integrating with major order management systems.

In addition, our partnership with Mirakl Ads extends our

capabilities to third-party sellers and mid-to-long-tail advertisers, enabling them to participate efficiently in retail

media and access new sources of demand beyond traditional sales and media channels.

• Performance Media

▪ Shopify Integration Criteo has an integration with Shopify through a marketing application that enables

eligible merchants to activate advertising campaigns using Criteo’s performance platform.

This integration

supports the Company’s small and medium-sized business acquisition efforts and provides access to a

broader ecosystem of commerce merchants.

▪ Measurement Initiatives Criteo continues to advance its measurement capabilities to enhance

transparency and performance insights for advertisers.

These efforts include continued development of

incrementality measurement solutions and evaluation of complementary third-party partners to help

advertisers assess the impact of their media investments.

▪ Waymark Partnership Criteo has partnered with Waymark to provide AI-generated video ads for clients

that do not have existing video assets.

This partnership is intended to reduce creative production barriers

and support broader adoption of video formats across Criteo’s client base, enabling cross-channel

campaign expansion.

• Resellers - Criteo operates through reseller partners in select markets across Latin America, Eastern Europe,

Africa, Turkey, India, and Southeast Asia, extending the Company’s reach in regions where it does not have a

direct presence.

Partner-managed markets delivered solid performance in 2025, growing revenue approximately

14% year-over-year.

Additionally, approximately 20% of eligible advertisers in reseller-managed markets have

migrated to Criteo’s GO platform, reflecting early but meaningful adoption of the Company’s self-service

• 1P Data - We have nearly 40 data platform 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.

potential to accelerate our strategy by enhancing, complementing or expanding our strategic capabilities, primarily through

technology and broadening our commerce intelligence capabilities across all channels.

Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or

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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.

We plan to continue investing in business growth while improving productivity and efficiency through organizational

simplification and operational excellence, all while maintaining strong profitability.

These initiatives are designed to drive

long-term, sustainable growth for Criteo.

By increasing automation, scaling operations and leveraging advanced technology

to streamline processes, we aim to strengthen execution and enhance overall efficiency.

Infras tructure

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December 31, 2025, we manage our global infrastructure of servers through a global network of data centers.

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.

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

In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing

resource efficiency and clean energy to operate sustainable data centers.

time-constrained services such as Real-Time Bidding .

In addition, we replicate data across multiple data centers in a given area to maximize availability and performance.

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 .

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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.

brands and agencies, and more than 12,500 performance marketer s, primarily in the retail, travel and marketplaces

verticals, and including some of the largest and most sophisticated commerce companies in the world.

Client retention has

remained high, at approximately 90%, underscoring the resilience of our business model.

On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 235 retailers,

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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.

As of December 31, 2025, we had a total of approximately 17,000 clients .

In 202 5, approximately 30% of our client

relationships were held directly with the client and the remaining 70% 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.

Performance Media side of the business, whereas approximately 33% of our Retail Media revenue comes from agencies.

In 2025 and 2024, our largest client represented 5 % and 5% of our revenue, respectively, and our largest 10 clients

represented 19% and 17% of our revenue in the aggregate, respectively.

There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate

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Research and Development

We invest substantial resources in research and development to maintain our leading position in Commerce Media.

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.

We invest substantial resources in research and development to maintain our leading position in AI innovation and agentic

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 , Romania 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.

We had 1,181 employees primarily engaged in Research and Development and

Product as of December 31, 2025.

Research and development expenses, including expenses related to AI innovation and

the Product group, totaled $283.3 million , $279.3 million and $242.3 million for 2025, 2024 and 2023, respectively.

Intellectual Property

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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

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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.

parties may attempt to copy aspects of the Criteo Commerce Intelligence Platform or obtain and use information that we

regard as proprietary.

As of December 31, 2025, we held 33 patents issued by the U.S.

Patent and Trademark Office and various foreign

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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

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 a statutory damages

framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and

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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.

In September 2025, the California Privacy Protection Agency

approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California.

At the same time, other states in the U.S.

are quickly adopting state enacted privacy laws.

Currently, a total of 20 states in the U.S.

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,

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.

In addition, the Criteo Commerce Intelligence Platform reaches users throughout the world, including in Europe, Australia,

Canada, South America and Asia-Pacific.

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implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.

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

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum o f €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.

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.

ability to withdraw consent must be readily available at all times.

In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to

modernize and align the EU’s data protection framework with other digital regulations.

However, the timing, final content,

and enforcement approach of these reforms remain uncertain.

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 .

For additional information regarding the investigation into the Company's compliance with privacy laws in the U.S., Europe

and elsewhere, please refer to Note 19 Commitments and contingencies, in our audited consolidated financial statements

included elsewhere in this Form 10-K .

Self-Regulation

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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.

discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic detected by our

systems on their campaigns.

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

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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.

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.

We compete in the commerce media market and in the broader market for digital marketing and media monetization,

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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

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.

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.

players, in particular as we continue to expand the breadth of the Criteo Commerce Intelligence Platform.

compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play DSPs,

such as The Trade Desk, pure play 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 such as Kevel or Koddi.

Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc., Oracle Corporation

and Salesforce.com, Inc., or public and private companies specialized in the Marketing Technology 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.

Our client base consists primarily of companies in the Retail, Travel and Marketplaces 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

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Additionally, we strive to provide exceptional training opportunities and development programs for our employees.

a pproximately 25,000 training hours we re delivered to our employees.

approximately 18,000 training hours were 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.

carried out 4 employee surveys, soliciting fee dback on a wide range of topics including well-being, flexibility, and inclusion.

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 .

carried out 3 employee surveys , soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion.

As a global technology company, we believe that an 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 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

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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 1. Business