What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-26 compared with 2025-02-28 · 409 added, 435 removed, 647 unchanged (57% of the section changed)

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To supplement our consolidated financial statements, which are prepared and presented in accordance with generally

accepted accounting principles in the United States of America ("U.S.

GAAP"), we present Contribution ex-TAC, and

Adjusted EBITDA, which are non-GAAP financial measures.

We define Contribution ex-TAC as a profitability measure

akin to gross profit.

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit

through the exclusion of other costs of revenue.

Contribution ex-TAC is presented in the section entitled "Contribution

excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S.

GAAP financial

measure, Gross Profit.

We define Adjusted EBITDA as our consolidated earnings before financial income (expense),

income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense,

pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss

contingency related to a regulatory matter.

Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA",

which includes a reconciliation to its most directly comparable U.S.

GAAP financial measure, Net Income.

present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis;

these measures exclude

the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to

the current year figures.

A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted

EBITDA, which are non-GAAP financial measures.

We define Contribution ex-TAC as a profitability measure akin to gross

It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the

exclusion of other costs of revenue.

Contribution ex-TAC is presented in the section entitled "Contribution excluding

Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes,

depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee

equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs,

certain restructuring and related costs, integration and transformation costs, and other nonrecurring or non cash items

impacting net income that we do not consider indicative of our business performance.

Adjusted EBITDA is presented in

the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial

measure, Net Income.

We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency

these measures exclude the impact of foreign currency fluctuations and are computed by applying the average

exchange rates for the prior year to the current year figures.

A reconciliation is provided in the section entitled "Constant

Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial

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We are a global technology company driving superior commerce outcomes for marketers and media owners through the

world’s leading Commerce Media Platform.

We operate in commerce media, the future of digital advertising, leveraging

commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach

consumers throughout their shopping journey.

Our vision is to bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising.

have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast

diversifying our business into new solutions.

Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief

Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer received disaggregated information for

As such, we updated our segment financial reporting structure in line with how the CEO assesses performance

and allocates resources.

Starting in 2024, we reported two segments:

world’s leading Commerce Intelligence Platform.

We operate in digital advertising, leveraging commerce data and AI to

connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping

Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables

discovery, innovation , and choice – powered by trusted and impactful advertising.

We have accelerated and deeply

transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into

new solutions.

We report our financial results based on two reportable segments:

Retail Media and Performance Media.

Media combines our former Marketing Solutions and Iponweb segments.

As such, prior period segment results and

related disclosures have been conformed to reflect the Company’s current reportable segments.

– Retail Media:

This segment encompasses revenue generated from brands, agencies and retailers for the

purchase and sale of retail media digital advertising inventory and audiences, and services.

– Performance Media:

This segment encompasses our targeting capabilities and supply and AdTech services.

Full Year 2025 financial highlights

For the year ended December 31, 2024 , revenue was $1,933.3 million , down (1)% compared to the prior year, reflecting

growth in Retail Media offset by lower revenue in Performance Media.

For the year ended December 31, 2025 , revenue was $1,944.9 million , up 1% compared to the prior year, reflecting

growth in Retail Media and flat revenue in Performance Media.

At constant currency, revenue was flat.

Gross profit for the year ended December 31, 2025 increased by 7% to $1,049.4 million , compared to the prior year,

primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation of data center servers.

primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation expense of data center

Contribution ex-TAC for the year ended December 31, 2025 increased by 5% to $1,174.6 million , compared to the prior

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Net income for the year ended December 31, 2025 increased by 30% to $149.4 million , compared to the prior year,

primarily due to lower traffic acquisition costs.

primarily due to higher gross profit.

Adjusted EBITDA for the year ended December 31, 2025 increased by 4% to $406.7 million , compared to the prior year,

primarily due to higher Contribution ex-TAC.

primarily due to higher Contribution ex-TAC, partially offset by an increase in operating expenses.

Cash flow from operating activities was $311.2 million for the year ended December 31, 2025 , compared to $258.2 million

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pose risks and challenges, including those referred to in Part I, Item 1A.

Develop and Scale our Commerce Media Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our

Commerce Media Platform as well as adding new customers.

We believe that we are in a leading position in the

Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base,

differentiated technology and a R&D powerhouse.

By unifying the Commerce Media ecosystem with a multi-retailer, multi-

channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well

positioned to capture more ad budgets and market share.

As previously disclosed, our largest customer notified us that they will curtail the scope of future services commencing

November 1, 2025.

For the year ended December 31, 2025 , this customer accounted for 5 % of our total reve nue.

anticipated reduction in revenue was reflected in our updated financial projections and incorporated into our annual

goodwill impairment test for the year ended December 31, 2025.

Based on our quantitative assessment, the estimated fair

value of the Retail Media reporting unit exceeded its carrying value and no impairment was recorded.

Further reductions

in projected revenue, margin performance, or adverse changes in market conditions could reduce the estimated fair value,

and may result in g oodwill impairment in future periods.

During 2025, a large U.S.

retailer – that is a customer primarily in our Performance Media segment – experienced

financial difficulty and subsequently filed for bankruptcy.

As of year end 2025, the Company recorded a full allowance for

$5.9 million for the related receivables .

Develop and Scale our Commerce Intelligence Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform

as well as adding new customers.

We believe that we are in a leading position in the Commerce Media space as we have

unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D

By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and

providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad

budgets and market share.

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been volatile due to factors such as the ongoing conflicts in Ukraine and

the Middle East, persistent inflation, and high interest rates.

These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to

accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their

advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business,

financial condition and results of operations.

Global economic and geopolitical conditions remained volatile in 2025, including continued inflationary pressures in

certain markets, and high interest rates.

The economic uncertainty resulting from these factors may negatively impact

advertising demand, consumer spending behavior, and our business performance.

These factors, among others, including inflationary pressures and changes in political and economic policies such as the

introduction of new or additional tariffs, make it difficult for Criteo and our clients to accurately forecast and plan future

business activities.

As a result, our clients may reduce, delay, or more cautiously allocate their advertising spending, which

could adversely affect our business, financial condition and results of operations.

We continue to monitor macroeconomic

conditions closely and may take actions in response to such conditions to the extent they adversely affect our business.

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers

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advertising activity for the year.

We generally expect the subsequent first quarter to reflect lower activity levels, but this

trend may be masked due to the growth of our business.

In addition, historical seasonality may not be predictive of future

results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of

the evolving macroeconomic and geopolitical conditions discussed above.

We expect our revenue to continue to fluctuate

based on seasonal factors that affect the advertising industry as a whole.

We generally expect the subsequent first quarter to reflect lower activity levels.

In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising

buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical

conditions discussed above.

We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.

Privacy Trends and Government Regulations

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own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital

While Google has announced in July 2024, that it will not pursue its original plan to fully phase out third-party

cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web

browsing that can be adjusted at any time.

This proposal remains subject to consultation with the UK Competition and

Market Authority, the Information Commissioner's Office and other global regulators.

These developments could cause

instability in the advertising technology industry.

We have developed a multi-pronged addressability strategy to provide

scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability

of privacy-safe solutions for a more open, unified and efficient ecosystem.

Operating Results

Critical Accounting Estimates

Our consolidated financial statements have been prepared in accordance with U.S.

The preparation of our

consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported

amounts of revenue, assets, liabilities, costs and expenses.

We base our estimates and assumptions on historical

experience and other factors that we believe to be reasonable under the circumstances.

We evaluate our estimates and

assumptions on an ongoing basis.

Our consolidated financial statements have been prepared in accordance with GAAP.

The preparation of our consolidated

financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of

revenue, assets, liabilities, costs and expenses.

We base our estimates and assumptions on historical experience and

other factors that we believe to be reasonable under the circumstances.

We evaluate our estimates and assumptions on an

ongoing basis.

Our actual results may materially differ from these estimates.

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or if changes in the estimate that are reasonably possible could materially impact the financial statements.

estimates associated with (1) r evenue recognition, including judgements made in the determination of whether we are

acting as a principle or agent ( 2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries

estimates associated with (1) revenue recognition, including judgments made in the determination of whether we are acting

as a principal or agent (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries

projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in

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description of our other significant accounting policies.

Revenue Recognitio n

Revenue Recognition

The determination as to whether revenue should be reported gross of amounts billed to customers or net of payments to

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agent in a transaction.

For revenue generated from arrangements that involve purchasing inventory from media o wners,

we consider whether we obtain control of the services before they are transferred to the customer, or if we are acting

primarily as an agent or intermediary.

The assessment of whether we are considered the principal or the agent in a

transaction could impact our revenue and cost of revenue recognized in the consolidated statements of income.

For revenue generated from arrangements that involve purchasing inventory from media owners, we

consider whether we obtain control of the services before they are transferred to the customer, or if we are acting primarily

as an agent or intermediary.

The assessment of whether we are considered the principal or the agent in a transaction could

impact our revenue and cost of revenue recognized in the consolidated statements of income.

For additional information regarding revenue and the assumptions used for determining our revenue recognition refer to

Principles and Accounting Methods of our financial statements.

Note 1 Principles and Accounting Methods of our financial statements.

We are subject to income taxes in France and numerous foreign jurisdictions.

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participant perspective, useful lives, and discount rates.

Management's estimates of fair value are based upon assumptions

believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ

from estimates.

Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense,

as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets,

including goodwill, are not amortized.

During the measurement period, which is not to exceed one year from the acquisition

date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently

uncertain and unpredictable and, as a result, actual results may differ from estimates.

Allocation of purchase consideration

to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized

over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized.

measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets

acquired and liabilities assumed, with the corresponding offset to goodwill.

Upon the conclusion of the measurement

period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in

circumstances would indicate that the fair value of a reporting unit may be below its carrying value.

Goodwill has been

allocated to segments using a relative fair value allocation approach.

As of December 31, 2024 , no impairment of goodwill

has been identified.

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

impairment test date from December 31 to October 1.

Refer to Note 10 Goodwill of our financial statements beginning on

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment

Fair value is estimated

using a discounted cash flow model.

Goodwill has been allocated to segments using a relative fair value allocation

The annual impairment test incorporated updated revenue projections, including the anticipated impact of the

reduction in services from our largest customer, which resulted in a decrease in the excess of fair value over carrying value

for the Retail Media reporting unit compared to the prior year.

Fair value continued to exceed carrying value.

ended December 31, 2025 , no impairment of goodwill has been identified.

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for impairment

whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable.

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In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a

change in the estimated useful life of certain servers and network equipment from five to six years, which we expect to

result in a reduction of depreciation of approximately $7 million for the full fiscal year 2025 for assets in service as of

December 31, 2024.

For additional information regarding the change in useful lives refer to Note 1 .

Principles and

Accounting Methods of our financial statements.

change in the estimated useful life of certain servers and network equipment from five to six years.

This change in

accounting estimate is effective beginning fiscal year 2025.

For additional information regarding the change in useful lives

refer to Note 1 Principles and Accounting Methods of our financial statements.

During the second quarter of 2025, Alphabet Inc.

announced its decision not to proceed with the deprecation of third-party

cookies in its Chrome browser.

As a result, the Company recorded accelerated amortization of $7.9 million and a

nonrecurring impairment charge of $0.9 million related to internally developed intangible assets developed in response to

the deprecation of third-party cookies.

Components of Results of Operations

The key elements of our results of operations include:

For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring

product-level recommendations either directly to clients or to advertising agencies.

Such products are generally sold based

on a click or impression based pricing model.

Revenues are recognized when an ad is clicked on or displayed to the end

user as that is when we transfer control of promised services directly to our clients in an amount that reflects the

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

The amount we charge to the customers

varies depending on the optimization strategy of the Criteo engine, the dynamics and performance of the market, amongst

other factors.

Performance Media revenue can be recognized on a gross or net basis as we act either as a principal or an

agent in the transaction.

For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and

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limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo

In Retail Media, we also generate revenue through providing additional professional services to our customers.

Retail Media revenue is primarily recognized on a net basis, as we act as an agent in the transaction.

In Retail Media, we also generate revenue by providing professional services to our customers.

revenue is primarily recognized on a net basis, as we act as an agent in the transaction.

For Performance Media, we primarily generate revenues by delivering personalized display advertisements featuring

product-level recommendati ons to our customers, including brands and advertising agencies .

Such prod ucts are generally sold based on a click or impression based pricing model.

Revenues are recognized when an

ad is clicked on or displayed to the end user as that is when we transfer control of promised services directly to our clients

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

The amount we charge to the customers varies depending on the optimization strategy of the Criteo engine, the dynamics

and performance of the market, amongst other factors.

Performance Media revenue can be recognized on a gross or net

basis as we act either as a principal or an agent in the transaction.

The determination of whether we act as a principal or an agent on a product or contract level is primarily based on the

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inventory risks or purchase the inventory upfront and (iii) whether we have discretion in establishing prices.

Refer to Note 1 .

Principles and Accounting Methods of our financial statements for a description of our revenue recognition

Refer to Note 1 Principles and Accounting Methods of our financial statements for a description of our revenue recognition

Cost of Revenue

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Traffic acquisition costs consist primarily of

purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, for the Performance Media

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

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

Costs owed to publishers but not

yet paid are recorded in our Consolidated Statements of Financial Position as trade payables.

For a discussion of the

trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC"

in Item 7.E -Trend Information below.

Other cost of revenue includes expenses related to depreciation of data center equipment, lease cost of data centers, cost

purchases of impressions from publishers on a cost-per-thousand-impressions (" CPM") basis, incurred to generate our

revenues, for the Performance Media segment.

We purchase impressions directly from publishers or third-party

intermediaries, such as advertisement exchanges.

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

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

trade payables.

For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " -

Highlights and Trends - Contribution ex-TAC" in Item 7.E -Trend Information below.

Other cost of revenue includes expenses related to depreciation of data center equipment, costs to lease data centers, cost

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

The Company does not build or operate its

own data centers and none of its Research and Development employments are dedicated to revenue generating activities.

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

own data centers and none of its Research and Development employees are dedicated to revenue generating activities.

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

Operating Expenses

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Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements applicable to us, see Note 1 to our audited consolidated financial

statements beginning on page F-1.

For a discussion of recent accounting pronouncements applicable to us, see Note 1 Principles and Accounting Methods to

our audited consolidated financial statements beginning on page F-1.

Results of Operations for the Years Ended December 31, 2025 , 2024 and 2023

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2025 Compared to 2024

Revenue in 2024 decreased $(16.2) million , or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to

The year-over-year decrease in revenue was driven by lower Performance Media revenue, partially offset by the increase

in Retail Media revenue.

Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0

million for 2024 , driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued

strength in travel and classifieds.

Revenue in 2025 increased $11.6 million , or 1% (or flat on a constant currency basis) to $1,944.9 million compared to

The year-over-year increase in revenue was driven by the increase in Retail Media revenue and flat Performance

Media revenue.

Retail Media revenue increased 2% (or 2% on a constant currency basis) to $263.9 million for 2025 , driven by continued

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market, and growing network effects of onboarding brands and

retailers to the platform.

retailers to the platform, partially offset by the temporary impact of previously communicated scope changes with two

specific Retail Media clients.

Performance Media revenue remained flat (or decreased (1)% on a constant currency basis) to $1,681.0 million for 2025 ,

driven by lower spend in our AdTech services and supply business and soft retail trends, in particular related to fashion,

partially offset by continued strength in travel and marketplaces.

In the year ended December 31, 2025 , approximately 91% of revenue came from existing clients while 9% came from new

client additions.

Additionally, our $1,944.9 million of revenue for 2025 was positively impacted by $21.1 million of currency fluctuations,

primarily as a result of the euro growing stronger compared to the U.S.

2024 compared to 2023

Revenue in 2023 decreased $(67.6) million , or (3)% (or (3)% on a constant currency basis) to $1,949.4 million compared to

The year-over-year decrease in rev enue was driven by lower Performance Media partially offset by the increase in

Revenue in 2024 decreased $(16.2) million , or (1)% (or flat on a constant currency basis) to $1,933.3 million compared to

The year-over-year decrease in revenue was driven by lower Performance Media partially offset by the increase in

Retail Media revenue.

Performance Media revenue decreased (4)% (or (4)% on a constant currency basis) to $1,740.4

million for 2023 , reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their

advertising budgets to the uncertain macro economic environment.

This was partially offset by the contribution from the

acquisition of Iponweb that was completed in August 2022.

Retail Media re venue increased 3% (or 3% on a constant currency basis) to $209.0 million for 2023 , reflecting the strong

performance with large retailers across the U.S.

and EMEA, partially offset by the technical and transitory impact related to

the client migration to the Company's platform.

Criteo's platform accounted for most of Retail Media revenue for the year

ended December 31, 2023 , and its revenue is accounted for on a net basis.

In 2022 , close to 79% of Retail Media revenue

was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media

revenue was temporarily impacted.

Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC

increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023 , mainly driven by strength in

Retail Media re venue increased 24% (or 24% on a constant currency basis) to $258.3 million for 2024 , driven by continued

strength in Retail Media onsite, in particular in the U.S.

market, and growing network effects of onboarding brands and

retailers to the platform.

Performance Media revenue decreased (4)% (or (2)% on a constant currency basis) to $1,675.0 million for 2024 , driven by

lower spend in our AdTech services and supply business, soft retail trends, partially offset by continued strength in travel

and marketplaces.

Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,

particularly as a result of the depreciation of the euro compared to the U.S.

Revenue breakdown by region

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2025 Compared to 2024

Our revenue in the Americas region decreased $(55.5) million or (6)% (or (6)% on a constant currency basis) to

$836.7 million for 2025 compared to 2024 .

This reflects lower Performance Media revenue primarily due to soft retail trends

and lower spend in our supply and AdTech services , partially offset by growth in Retail Media.

Our revenue in the EMEA region increased $51.6 million , or 8% (or 4% on a constant currency basis) to $728.1 million for

2025 compared to 2024 .

This increase was driven by an increase in Performance Media primarily due to strength in travel,

slightly offset by a decrease in Retail Media.

Our revenue in the Asia-Pacific region increased $15.5 million , or 4% (or 5% on a constant currency basis) to

$380.2 million for 2025 compared to 2024 .

The increase was driven by growth in Retail Media and in Performance Media.

The Performance Media increase was driven by strong travel and marketplace trends, partially offset by soft retail trends in

2024 Compared to 2023

Our revenue in the Americas region increased $4.9 million or 1% (or 1% on a constant currency basis) to $892.2 million for

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This reflects continued strong performance of Retail Media as the platform continues to scale with

large retailers and consumer brands, and strength in travel and classifieds in Performance Media, partially offset by soft

retail trends and lower spend in our media trading marketplace and supply.

large retailers and consumer brands, and strength in travel and marketplaces in Performance Media, partially offset by soft

retail trends and lower spend in our AdTech services and supply business.

Our revenue in the EMEA region increased $3.8 million , or 1% (or 1% on a constant currency basis) to $676.5 million for

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This increase was driven by continued traction in Retail Media and continued strength in travel

and classifieds, partially offset by soft retail trends.

and marketplaces, partially offset by soft retail trends.

Our revenue in the Asia-Pacific region decreased $(24.9) million , or (6)% (or (1)% on a constant currency basis) to

$364.7 million for 2024 compared to 2023 .

The decrease was driven by soft classified trends, partially offset by solid retail

and travel trends in the region.

Additionally, $1,933.3 million of revenue for 2024 was negatively impacted by $24.5 million of currency fluctuations,

particularly as a result of the depreciation of the euro compared to the U.S.

2023 Compared to 2022

Our revenue in the Americas region decreased $(4.0) million or (0.5)% (or (1)% on a constant currency basis) to

$887.2 million for 2023 compared to 2022 .

This reflects negative retail trends in Performance Media and the impact of

recognizing revenue on a net basis for clients transitioning to the Company's platform, partially offset by the continued

strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and

growing network effects of the platform.

Our revenue in the EMEA region decreased $(34.3) million , or (5)% (or (9)% on a constant currency basis) to

$672.6 million for 2023 compared to 2022 .

This decrease was driven by negative retail trends in Performance Media, in

particular in the UK and France, and the suspension of our business in Russia effective as of March 2022, partially offset

by the positive performance of Retail Media across the region.

Our revenue in the Asia-Pacific region decreased $(29.3) million , or (7)% (or increased 3% on a constant currency basis) to

$389.6 million for 2023 compared to 2022 .

The increase was driven by higher spend from retail clients in the region , in

particular in Thailand and South Korea.

Additionally, $1,949.4 million of revenue for 2023 was negatively impacted by $8.9 million of currency fluctuations,

particularly as a result of the appreciation of the euro compared to the U.S.

The decrease was driven by soft marketplace trends, partially offset by solid

retail and travel trends in the region.

Cost of Revenue

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2025 Compared to 2024

Total cost of revenue for 2025 decreased $(54.8) million , or (6)% , compared to 2024 .

This decrease was primarily the result

of a $(41.5) million , or (5)% decrease in traffic acquisition costs (or (6)% on a constant currency basis), and $(13.3) million ,

or (10)% decrease in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (5)% (or (6)% on a constant currency basis) related

primarily to the 5% decrease in the average CPM for inventory purchased, including lower CPMs for signal-limited

environments where Criteo continues to perform, while the number of impressions we purchased was flat compared to last

Traffic acquisition costs in Retail Media decreased by (6)% .

The decrease in other cost of revenue includes a decrease in depreciation of data center servers of $(9.3) million, hosting

costs of $(3.2) million and other cost of sales of $(0.8) million.

2024 Compared to 2023

Cost of revenue for 2024 decreased $(136.1) million , or (13)% , compared to 2023 .

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million , or (13)% decrease in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% on a constant currency basis) related

primarily to the (19)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-limited

environments where Criteo continues to perform, partially offset by an 8% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

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cost of sales of $(7.5) million and hosting costs of $(2.4) million.

2023 Compared to 2022

Cost of revenue for 2023 decreased $(135.4) million , or (11)% , compared to 2022 .

This decrease was primarily the result of

a $(161.9) million , or (15)% decrease in traffic acquisition costs (or (14)% on a constant currency basis), partially offset by

a $26.5 million , or 20% increase in other cost of revenue.

The decrease in Performance Media's traffic acquisition costs of (12)% (or (11)% decrease on a constant currency basis)

related primarily to the (13)% decrease in the average CPM for inventory purchased, including lower CPMs for signal-

limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we

purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct

connections, to support client demand for advertising campaigns.

Traffic acquisition costs in Retail Media decreased by

(86)% reflecting the technical and transitory impact related to the client migration of our platform, as we recognize revenue

on a net basis.

The increase in other cost of revenue includes an increase in hosting costs of $27.9 million and other cost of sales of $3.7

million, offset by a decrease of $(5.1) million in depreciation of data center servers.

Contribution excluding Traffic Acquisition Costs

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The increase in Gross Profit and

Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S.

market, and lower traffic

acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.

Contribution ex-TAC was driven by growth in Retail Media and lower traffic acquisition costs in Performance Media, related

primarily to the decrease of the average CPM for inventory purchased.

Gross Profit increased $119.9 million , or 14% for the twelve months ended December 31, 2024 compared to the twelve

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The increase in Gross Profit and

Contribution ex-TAC was driven the strong performance with large retailers across the U.S.

and EMEA in Retail Media, and

by the contribution from the acquisition of Iponweb in Performance Media .

Contribution ex-TAC was driven by continuous growth in Retail Media, in particular in the U.S.

market, and lower traffic

acquisition costs in Performance Media, related primarily to the decrease of the average CPM for inventory purchased.

Constant Currency Reconciliation

Information in this Form 10-K with respect to results presented on a constant currency basis was calculated by applying

prior period average exchange rates to current period results.

Management reviews and analyzes business results

excluding the effect of foreign currency translation because they believe this better represents our underlying business

Below is a table which reconciles the actual results presented in this section with the results presented on a

constant currency basis:

Year Ended December 31,

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This increase mainly

related to an increase in amortization of intangibles and headcount-related expenses.

related to an increase in amortization of intangibles and headcount-related expenses, partially offset by a decrease in

share-based compensation.

2024 Compared to 2023

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This increase mainly

related to an increase in share-based compensation related to the Iponweb acquisition, amortization of Iponweb

acquisition-related intangible assets and the headcount-related expenses.

related to an increase in amortization of intangibles and headcount-related expenses.

Sales and Operations Expenses

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2025 Compared to 2024

Sales and operations expenses for 2025 increased $18.3 million , or 5% , compared to 2024 .

This increase was mainly

driven by an increase in headcount-related expenses due to a one-time planned company-wide event, third-party services

costs, and marketing costs.

2024 Compared to 2023

Sales and operations expenses for 2024 decreased $(29.9) million , or (7)% , compared to 2023 .

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marketing costs.

2023 Compared to 2022

Sales and operations expenses for 2023 increased $28.0 million , or 7% , compared to 2022 .

This increase was mainly

driven by an increase in headcount-related expenses and share-based compensation offset by a decrease in marketing

General and Administrative Expenses

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2025 Compared to 2024

General and administrative expenses for 2024 increased $38.6 million , or 28% , compared to 2023 .

This increase was

mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 20 , as

well as third party services costs partially offset by a decrease of headcount-related expenses.

2023 Compared to 2022

General and administrative expenses for 2025 decreased $(7.2) million , or (4)% , compared to 2024 .

This decrease was

mainly related to the partial reversal of the loss contingency related to the CNIL matter as described in Note 20 .

mainly related to lower share-based compensation expense, nonrecurring change in the fair value of the earn-out related to

the Iponweb acquisition in 2024, partially offset by higher provision for risk and charges.

2024 Compared to 2023

General and administrative expenses for 2024 increased $38.6 million , or 28% , compared to 2023 .

This increase was

mainly related to the partial reversal of the loss contingency in 2023 related to the CNIL matter as described in Note 19

Commitments and contingencies, as well as third party services costs partially offset by a decrease of headcount-related

Financial and Other Income (Expense)

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2025 Compared to 2024

Financial and Other Income for 2025 decreased by $(2.3) million , or (74)% compared to 2024 .

The $0.8 million financial

and other income for the period ended December 31, 2025 was mainly driven by interests income offset by the recognition

of a negative impact of foreign exchange, including end of year noncash marked to market, and financial expenses related

to our €407 million available Revolving Credit Facility (RCF).

2024 Compared to 2023

Financial and Other Income for 2024 increased by $5.6 million , or 224% compared to 2023 .

The $3.1 million financial and

other income for the period ended December 31, 2024 was mainly driven by interests income offset by the recognition of a

other income for the period ended December 31, 2024 was mainly driven by interest income offset by the recognition of a

negative impact of foreign exchange, including end of year noncash marked to market, the accretion of earn-out liability

related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit Facility

2023 Compared to 2022

Financial and Other Expense for 2023 decreased by $(20.3) million , or (114)% compared to 2022 .

The $(2.5) million

financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds from disposal of non

consolidated investments fully offset by the recognition of a negative impact of foreign exchange, the accretion of earn-out

liability related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit

Facility (RCF).

Provision for Income Taxes

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2025 Compared to 2024

The provision for income tax expense for 2025 increased by $14.4 million , or 36% , compared to 2024 , mainly due to the

higher income before tax in 2025 .

The annual effective tax rate for 2025 was 26.6% , compared to an annual effective tax rate of 25.8% for 2024 .

effective tax rate in 2025 was primarily impacted by changes in unrecognized tax benefits and higher state taxes in the

U.S., partially offset by valuation allowance releases, and income taxed at reduced rates in France.

In 2025 , our income before taxes increased by $49.1 million to $203.6 million , compared to 2024 , generating a

$52.6 million theoretica l income tax expense at a nominal standard French tax rate of 25.8% .

This theoretical tax expense

is impacted mainly by the following items contributing to a $54.2 million effective tax expense and a 26.6% effective tax

$10.4 million related to a change in unrecognized tax benefits, $8.9 million of state taxes, $4.8 million of other taxes

presented as income taxes, and $3.5 million of non-deductible salaries for officers in the U.S.

These items were partially

offset by $(10.5) million related to valuation allowance releases, $(9.3) million of income eligible for a reduced taxation rate,

$(6.0) million attributable to the effect of different tax rates in foreign jurisdictions, and $(1.7) million of French research tax

credits (Crédit d’Impôt Recherche).

Please see Note 17 Income Taxes to our audited consolidated financial statements for

more detailed information on the provision for income taxes.

During the year ended December 31, 2025 , the adoption of Pillar Two resulted in an impact of $0.7 million recognized in

Provision for income taxes within the Consolidated Statement of Operations.

During the year ended December 31, 2025 , the Company released a valuation allowance of approximately $9.7 million

related to deferred tax assets in the United Kingdom, primarily as a result of sustained profitability.

2024 Compared to 2023

The provision for income taxes for 2024 increased by $19.7 million , or 98% , compared to 2023 , due to the increase in profit

before income taxes due to higher Contribution ex-TAC, and cost reduction actions.

before income taxes.

The annual effective tax rate for 2024 was 25.8% , compared to an annual effective tax rate of 26.9% for 2023 .

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recognition or reversal of valuation allowance on deferred tax assets of $5.8 million .

Please see Note 18 to our audited

consolidated financial statements for more detailed information on the provision for income taxes.

As of December 31, 2024 , the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for

income taxes within the Consolidated Statement of Operations.

The global regulatory environment, including the

introduction of Pillar Two, adds uncertainty on the future business environment.

We will continue to assess the ongoing

impact of Pillar Two as additional guidance becomes available.

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

Consolidated Financial Statements.

As at December 31, 2024 , 2023 and 2022 , the valuation allowance against net deferred income taxes amounted to

$27.6 million , $29.8 million and $31.1 million , which related mainly to Criteo Corp.

( $5.9 million , $5.7 million and

$5.7 million , respectively), Criteo Brazil ( $— million , $2.7 million and $3.3 million , respectively), Criteo Ltd ( $9.3 million ,

$10.7 million and $8.1 million , respectively), Criteo Singapore ( $— million , $1.2 million and $1.5 million ), Criteo Australia

Pty ( $2.9 million , $2.9 million and $2.6 million ) and Criteo France ( $8.7 million , $5.0 million and $6.5 million , respectively).

2023 Compared to 2022

The provision for income taxes for 2023 decreased by $(11.1) million , or (36)% , compared to 2022 , due to the non

deductible loss contingency related to the CNIL matter as described in Note 20 .

The annual effective tax rate for 2023 was 26.9% , compared to an annual effective tax rate of 74.1% for 2022 .

effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to

technology royalty income we received from our subsidiaries, differences in tax rates in foreign jurisdictions, tax loss

carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary

differences, recognition of previously unrecognized tax losses and equity awards compensation expense.

In 2023 , our income before taxes increased by $32.7 million to $74.7 million , compared to 2022 , generating a $19.3 million

theoretical income tax expense at a nominal standard French tax rate of 25.8% .

This theoretical tax expense is impacted

mainly by the following items contributing to a $20.1 million effective tax expense and a 26.9% effective tax rate:

$8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs,

$0.9 million of deferred tax assets on which we recognized a valuation allowance, offset by $(4.3) million tax deduction

resulting from technology royalty income we received from our subsidiaries, $(5.5) million resulting from the non-tax

deductible provision following the loss contingency on regulatory matters (refer to Note 20 ), and the recognition or reversal

of valuation allowance on deferred tax assets of $(1.8) million .

Please see Note 18 to our audited consolidated financial

statements for more detailed information on the provision for income taxes.

Please see Note 17 Income Taxes to

our audited consolidated financial statements for more detailed information on the provision for income taxes.

In 2024 , the adoption of Pillar Two resulted in an impact of $3.0 million recognized in Provision for income taxes within the

Consolidated Statement of Operations.

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

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We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation

and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

Adjusted EBITDA is not a measure calculated in accordance with U.S.

We have included Adjusted EBITDA

because it is a key measure used by our management and board of directors to understand and evaluate our core

operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term

operational plans.

In particular, we believe that the elimination of equity awards compensation expense, pension service

costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to

a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in

understanding and evaluating our results of operations in the same manner as our management and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a

substitute for analysis of our financial results as reported under U.S.

Some of these limitations are:

depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced

in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for

new capital expenditure requirements;

(b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our

working capital needs;

(d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

and (e) other

companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently,

which reduces their usefulness as a comparative measure.

Because of these and other limitations, you should consider

Adjusted EBITDA alongside our U.S.

GAAP financial results, including net income.

and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards

compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring

and related costs , integration and transformation costs, and other nonrecurring or noncash items impacting net income that

we do not consider indicative of our ongoing business performance.

Adjusted EBITDA is not a measure calculated in

accordance with GAAP .

We have included Adjusted EBITDA because it is a key measure used by our management and

Board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our

annual budget and to develop short-term and long-term operational plans.

Accordingly, we believe that Adjusted EBITDA

provides useful information to investors and others in understanding and evaluating our results of operations in the same

manner as our management and Board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and

you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP.

of these limitations are:

(a) although depreciation and amortization are noncash charges, the assets being depreciated and

amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure

requirements for such replacements or for new capital expenditure requirements;

(b) Adjusted EBITDA does not reflect

changes in, or cash requirements for, our working capital needs;

dilutive impact of equity-based compensation;

(d) Adjusted EBITDA does not reflect tax payments that may represent a

reduction in cash available to us;

and (e) other companies, including companies in our industry, may calculate Adjusted

EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure.

these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net

Year Ended December 31,

(in thousands, except percent information)

Net Income (loss)

Financial (Income) expense

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Restructuring, integration and transformation costs

Other noncash or nonrecurring events (2) (3)

Total net adjustments

Adjusted EBITDA (1)

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

(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring

impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet

Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

(3) During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants

agreeing to indemnify the Company for $5.5 million.

Based on these agreements, the Company recorded a net probable loss of $1.5 million as of December 31, 2025.

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

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The increase in Net Income and Adjusted

EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions

EBITDA was primarily due to higher gross profit.

Net income increased $60.1 million , or 110% for the twelve months ended December 31, 2024 compared to the twelve

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December 31, 2024 compared to the twelve months ended December 31, 2023 .

The increase in Net Income was primarily

due to higher Contribution ex-TAC, cost reduction actions and the partial reversal of the loss contingency related to the

CNIL matter described in Note 20 .

The increase in Adjusted EBITDA was primarily due to higher Contribution ex-TAC and

cost reduction actions.

The increase in Net Income and Adjusted

EBITDA was primarily due to higher Contribution ex-TAC and cost reduction actions.

Unaudited Quarterly Results of Operations

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Total operating expenses

Income (loss) from

Income from operations

Financial and Other income

Income (loss) before

Income before taxes

Provision for income taxes

Net income (loss)

available to shareholders

of Criteo S.A.

Net income attributable to

shareholders of Criteo

Liquidity and Capital Resources

We are mainly exposed to changes of foreign currency exchange rate fluctuations.

We are mainly exposed to foreign currency exchange rate fluctuations.

There have been no material changes to our

exposure to market risk during the year ended December 31, 2025 .

The functional currency of the Company is the euro, while our reporting currency is the U.S.

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Foreign Currency Risk

A hypothetical 10% increase or decrease of the Pound Sterling, the euro, the Japanese yen or the Brazilian real against the

A hypothetical 10% increase or decrease of the Pound Sterling, the Brazilian real, the Japanese yen or the euro against the

dollar would have impacted the Consolidated Statements of Income as follows:

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For additional information regarding our resolving credit facilities, please refer to Note 10 Financial Liabilities.

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness.

As of year-end December 31, 2024 , we were in compliance with the required covenants.

On November 17,

2023, we updated certain terms of our syndicated credit facility to a €407 million ( $423 million ) sustainability-linked credit

Certain terms and conditions of the amended credit facility are now linked to our sustainability goals to increase the

representation of women in tech roles and reduce our GHG emissions, while the rest of the credit facility agreement

remains unchanged.

The Bank Syndicate Revolving Line of Credit is an unsecured sustainability-linked facility and contains customary events of

default and covenants, including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the

incurrence of additional indebtedness.

The credit facility also has nonfinancial covenants linked to our sustainability goals,

including representation of women in tech roles and reduction of our GHG emissions.

As of year-end December 31, 2025 ,

we were in compliance with the required covenants.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC Holdings plc, LCL and BNP Paribas.

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corporate purposes, which could include acquisitions, and amounted to $342.4 million as of December 31, 2025 .

$(120.4) million decrease in cash and cash equivalents and restricted cash compared with December 31, 2023 primarily

resulted from an increase of $258.2 million in cash from operating activities, offset by a $(97.9) million decrease in cash for

investing activities, and by a decrease of $(270.5) million in cash for financing activities.

million increase in cash and cash equivalents and restricted cash compared with December 31, 2024 primarily resulted

from an increase of $311.2 million in cash from operating activities, offset by a $(101.1) million decrease in cash used in

investing activities and a decrease of $(151.5) million in cash used in financing activities.

In addition, the cash flows were

also negatively impacted by $(10.2) million due to foreign exchange rates impact on our consolidated cash position in USD

also negatively impacted by $(7.2) million due to foreign exchange rate impacts on our consolidated cash position in USD

over the period.

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Share Buy-back Programs

In December 2022 , we completed a $136.0 million share repurchase program.

In 2023 , we completed an additional

$125.0 million share repurchase, and in 2024 , we completed an additional $224.6 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by Board of Directors.

2025, this authorization was extended to a total amount of up to $805.0 million.

Other than these repurchase programs, we

intend to retain all available funds and any future earnings to fund our growth.

In 2023 , we completed a $125.5 million share r epurchase program.

In 2024 , we completed an additional $224.6 million

share repurchase, and in 2025 , we completed an additional $152.1 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by our Board of Directors.

January 2025, this authorization was extended to a total amount of up to $805.0 million.

On February 6, 2026, the Board

authorized an additional $154.0 million, increasing the total authorized amount to up to $959.0 million.

As of February 6,

2026, following this approval, the remaining authorization under the program was up to $200 million.

Other than these

repurchase programs, we intend to retain available funds and future earnings to support our growth strategy.

Operating and Capital Expenditure Requirements

In 2025 , 2024 and 2023 , our net capital expenditures were $100.7 million , $76.6 million and $114.3 million , respectively,

primarily related to the acquisition of data center and server equipment, and internal IT systems.

We expect our capital

expenditures to remain at, or slightly below, 5% of revenue for 2025 , as we plan to continue to build, reshape and maintain

additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

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

primarily related to the acquisition of data center, server equipment and capitalized software development costs .

our capital expenditures to remain at, or slightly above, 9% of revenu e for 2026 , as we plan to continue to build, reshape

and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount

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products and product enhancements.

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

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity

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Cash used in investing activities

Cash used for financing activities

Our cash and cash equivalents at December 31, 2024 were held for working capital and general corporate purposes, which

could include acquisitions.

The decrease in cash and cash equivalents compared with December 31, 2023 , primarily

resulted from an increase of $258.2 million in cash flows from operating activities fully offset by a decrease of $(97.9)

million in cash flows used for investing activities and a decrease of $(270.5) million in cash flows used for financing

Cash used in financing activities

Operating Activities

Cash provided by operating activities has typically been generated from net income and by changes in our operating

Cash flows provided by operating activities has typically been generated from net income and by changes in our operating

assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses,

adjusted for certain non-cash and non-operating expense items such as depreciation, amortization, equity awards

adjusted for certain noncash and nonoperating expense items such as depreciation, amortization, equity awards

compensation, deferred tax assets and income taxes.

In 2025 , net cash flows provided by operating activities were $311.2 million and consisted of net income of $149.4 million ,

$192.1 million in adjustments for noncash and nonoperating items and $(48.7) million of cash flows from working capital

$175.2 million in adjustments for noncash and nonoperating items, such as $129.4 million of depreciation and amortization

expense and $57.8 million of equity awards compensation expense, and $(13.3) million of cash flows from working capital

and other assets and liabilities.

Adjustments for noncash and nonoperating items mainly consisted of depreciation and

amortization expense of $87.8 million and equity awards compensation expense of $106.6 million .

The $(48.7) million

decrease in cash resulting from changes in working capital primarily consisted of a $(28.5) million increase in accounts

receivable and a $(17.2) million decrease in accounts payable, partly driven by the mix of our segments, largely related to

the acceleration of Retail Media.

The $53.1 million increase of cash flow from operating activities during 2025 compared to

2023, was mostly due to the 2023 payment of $(43.3) million of a contingent liability for regulatory matters.

2024 , was mainly due to higher net income and improved working capital, partially offset by noncash and nonoperating

items, primarily related to share-based compensation, and changes in income taxes.

Investing Activities

In 2024 , net cash flows used in investing activities were $97.9 million and consisted of $76.6 million for net purchases of

servers and other data center equipment and capitalized software development costs , and $20.7 million change in other

noncurrent financial assets resulting from investments in Marketable Securities (see Note 5 ).

The $10.8 million decrease in

cash used in investing activities during 2024 compared to 2023, was mostly due to decreases of the purchases of servers

and other data center equipment and capitalized software development costs.

In 2025 , net cash used in investing activities were $101.1 million and consisted of $100.7 million of capitalized software

development costs and acquisition of data center and server equipment, and $0.4 million of net change in investment

securities (see Note 4 Financial instruments).

The $3.2 million increase in cash used in investing activities during 2025

compared to 2024 , was mostly due to higher software development costs partially offset by net change in investment

Financing Activities

In 2025 , net cash used in financing activities was $151.5 million mainly resulting from the $152.1 million impact from our

share repurchase program, a $52.0 million payout of the earn-out liability resulting from the Iponweb Acquisition, partially

offset by $4.6 million in proceeds from stock-options exercises.

The $123.2 million increase in cash used in financing

activities during 2024 compared to 2023, was mostly due to the increase of our share repurchase program and the final

payment of the earn-out liability resulting from the Iponweb Acquisition.

share repurchase program.

The $119.0 million decrease in cash used in financing activities during 2025 compared to 2024 ,

was mostly due to a decrease in the amount of shares repurchased and nonrecurring 2024 final payment of the earn-out

liability resulting from the Iponweb Acquisition.

Off-balance Sheet Arrangements

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Adjusted EBITDA

(1) 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

The new methodology led to the consolidation of some clients accounts but does not change the underlying activity or the

overall trends.

Number of Clients

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of other cost of revenue.

Contribution ex-TAC is not a measure calculated in accordance with U.S.

Contribution ex-

TAC because it is a key measure used by our management and board of directors to evaluate operating performance,

generate future operating plans and make strategic decisions.

In particular, we believe that this measure can provide useful

measures for period-to-period comparisons of our business.

Accordingly, we believe that Contribution ex-TAC provides

useful information to investors and others in understanding and evaluating our results of operations in the same manner as

our management and board of directors.

Please see above for a discussion of the limitations of Contribution ex-TAC and a

reconciliation of Contribution ex-TAC to gross profit, the most comparable U.S.

GAAP measure in the Non-GAAP Financial

Measures section of this filing.

Contribution ex-TAC is not a measure calculated in accordance with GAAP.

Contribution ex-TAC

because it is a key measure used by our management and Board to evaluate operating performance, generate future

operating plans and make strategic decisions.

In particular, we believe that this measure can provide useful measures for

period-to-period comparisons of our business.

Accordingly, we believe that Contribution ex-TAC provides useful information

to investors and others in understanding and evaluating our results of operations in the same manner as our management

Please see above for a discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution

ex-TAC to gross profit, the most comparable GAAP measure in the Non-GAAP Financial Measures section of this filing.

Our management views our Contribution ex-TAC as a key measure to evaluate, plan and make decisions on our business

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Accordingly, we believe that Contribution ex-TAC provides useful information to investors and

others in understanding and evaluating our results of operations in the same manner as our management and board of

Contribution ex-TAC is not a measure calculated in accordance with U.S.

Please see above for a

discussion of the limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most

comparable U.S.

GAAP measure, for 2024 and 2023 .

others in understanding and evaluating our results of operations in the same manner as our management and Board.

Contribution ex-TAC is not a measure calculated in accordance with GAAP.

Please see above for a discussion of the

limitations of Contribution ex-TAC and a reconciliation of Contribution ex-TAC to gross profit, the most comparable GAAP

m easure, for 2025 and 2024 .

Adjusted EBITDA

Adjusted EBITDA represents our consolidated earnings before financial income (expense), income taxes, depreciation and

amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain

restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory

Adjusted EBITDA is not a measure calculated in accordance with U.S.

Adjusted EBITDA is a key measure

used by our management and board of directors to understand and evaluate our core operating performance and trends, to

prepare and approve our annual budget and to develop short-term and long-term operational plans.

In particular, we

believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring,

integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter in

calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business,

Adjusted EBITDA repr esents our consolidated earnings before financial income (expense), income taxes, depreciation and

amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards

compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring

and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that

we do not consider indicative of our ongoing business performance.

Adjusted EBITDA is not a measure calculated in

accordance with GAAP.

Adjusted EBITDA is a key measure us ed by our management and Board to understand and

evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term

and long-term operational plans.

In particular, we believe that the elimination of equity awards compensation expense,

pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss

contingency related to a regulatory matter in calculating Adjusted EBITDA can provide a useful measure for period-to-

period comparisons of our business,

Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and

evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is

not a measure calculated in accordance with U.S.

Please see above for a discussion of the limitations of Adjusted

EBITDA and a reconciliation of Adjusted EBITDA to net income, the most comparable U.S.

GAAP measure in the Non-

GAAP Financial Measures section of this filing.

evaluating our results of operations in the same manner as our management and Board.

Adjusted EBITDA is not a

measure calculated in accordance with GAAP.

Please see above for a discussion of the limitations of Adjusted EBITDA and

a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP measure in the Non-GAAP Financial

Measures section of this filing.

Highlights and Trends

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We had approximately 16,800 clients as of December 31, 2025 , down slightly compared to our client base as of December

Our client base reflects our global footprint and our commercial expansion in existing markets, our continued development

of large clients in the Retail vertical, especially in ecommerce, our ex pansion of midmarket clients and our penetration into

the consumer brand vertical through some of our Retail Media offerings.

We expect to continue to focus our attention and

investment on further growing our client base across all regions, client categories and verticals, with continued strong focus

on ecommerce.

Our client base reflects our global footprint and continued engagement with large clients, particularly in ecommerce across

Retail, Travel, Marketplaces and other verticals.

We plan to drive expansion of our client base across regions, segments

and verticals, as a result of our new self-service offering, including Criteo GO.

Client Retention

1 unchanged sentence

base and the long-term value of our client relationships.

Our offering, the Criteo Commerce Media Platform, is powered by

AI technology and aims to cover the entire marketing funnel (Awareness, Audience Targeting, Conversion).

Our technology

is optimized to drive impactful business outcomes from marketing and monetization for retailers and brands.

our client satisfaction through our ability to retain them and the revenue they generate quarter after quarter.

Our Platform, is powered by Commerce Intelligence technology

and aims to cover the entire marketing funnel (Discovery, Consideration, Conversion).

Our technology is optimized to drive

impactful business outcomes from marketing and monetization for retailers and brands.

We measure our client satisfaction

through our ability to retain them and the revenue they generate quarter after quarter.

We define client r etention rate as the percentage of live clients during the previous quarter that continued to be live clients

6 unchanged sentences

approximately 90%.

Our client base consists primarily of businesses in the digital Retail, Travel and Classifieds industries, which we define as

commerce clients.

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

Our client base consists primarily of businesses in the digital Retail, Travel and Marketplaces industries, which we define

as commerce clients.

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 consum ers.

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As a result, our revenue tends to be

seasonal in nature, but the impact of this seasonality has, to date, been partly offset by our significant growth and

geographic expansion.

seasonal in nature.

If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate

1 unchanged sentence

Contribution ex-TAC

Our Contribution ex-TAC for 2024 was $1,121.5 million , an 11% increase over 2023 , at constant currency.

performance was mainly driven by growth in Retail Media .

Our Contribution ex-TAC for 2025 was $1,174.6 million , a 3% increase over 2024 , at constant currency.

This performance

was mainly driven by growth in Performance Media.

We are focused on maximizing our Contribution ex-TAC on an

12 unchanged sentences

capabilities.

Adjusted EBITDA is not a measure calculated in accordance with U.S.

Please see above for a

discussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income, the most

comparable U.S.

GAAP measure.

This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act and

3 unchanged sentences

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 7. Management’s Discussion and Analysis