What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 691 added, 716 removed, 1245 unchanged (53% of the section changed)

17 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

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

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

Our management assessed, with the oversight of our board of

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

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

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

Our management assessed, with the oversight of our

Board, the effectiveness of our internal control over financial reporting as of December 31, 2025 .

In making this

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

the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management

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

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

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

page F-2 of this Form 10-K.

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

by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our

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

The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been

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

appears on page F-2 of this Form 10-K.

Changes in Internal Control Over Financial Reporting

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A control system, no matter how well

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

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

controls must be considered relative to their costs.

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

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

of controls must be considered relative to their costs.

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

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

The design of any system of controls is based

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

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

Over time, controls may become inadequate

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

Because of the

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

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and

there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of

compliance with policies and procedures.

Because of the inherent limitations in a cost-effective control system,

misstatements due to error or fraud may occur and not be detected.

Other Information

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

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

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

We expect that any amendments to

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

will be disclosed on our website.

our Board is responsible for overseeing the Code of Conduct and our Board is required to approve any waivers of the

Code of Conduct for employees, executive officers and directors.

We expect that any amendments to the Code of

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

disclosed on our website.

Executive Compensation

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Incorporated by Reference

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

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

HookLogic, Inc.

and Fortis Advisors LLC

October 4, 2016

Amended and Restated Framework Purchase

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August 5, 2022

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

Updated By-laws (as of December 8, 2025)

(English translation)

December 8, 2025

Amended and Restated Deposit Agreement, dated as

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March 30, 2017

Incorporated by Reference

Form of Offer to Directors, Officers or Specifically

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March 1, 2019

Incorporated by Reference

Management Agreement between the registrant

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effective as of November 1, 2024

February 28, 2025

Amended and Restated Executive Employment

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Glickman, effective as of November 1, 2024

February 28, 2025

Management Agreement between Criteo Corp.

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Criteo Insider Trading Policy

February 28, 2025

List of Subsidiaries

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Nathalie Balla

/s/ Stefanie Jay

February 26, 2026

/s/ Frederik van der Kooi

February 26, 2026

Frederik van der Kooi

/s/ Marie Lalleman

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Edmond Mesrobian

/s/ Hubert de Pesquidoux

February 28, 2025

Hubert de Pesquidoux

/s/ Rachel Picard

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Rachel Picard

/s/ Frederik van der Kooi

February 28, 2025

Frederik van der Kooi

/s/ Ernst Teunissen

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

Revenue — Refer to Note 1 to the financial statements

Revenue — Refer to Note 1 and 3 to the financial statements

Critical Audit Matter Description

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

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

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

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

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

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

For its Performance Media segment, the Company primarily generates revenue by delivering digital personalized

display advertisements.

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

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

For its Retail Media segment, the Company generates revenue by providing access to its platform to brands, agencies

and retailers for the purchase and sale of digital advertising inventory.

Generally, revenue is based on a percentage of

working media spend and recognized when digital advertising inventory is monetized through the platform.

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

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

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

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

automated controls.

transactions are highly automated.

This required an increased extent of effort, including the need to involve

professionals with expertise in information technology (IT) to identify, test, and evaluate the Company’s systems,

software applications, and automated controls.

How the Critical Audit Matter Was Addressed in the Audit

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

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

change management and data conversion controls, and IT operations controls.

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

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

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

various applications to the Company’s general ledger.

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

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

streams, including those designed to address the accuracy and completeness of revenue.

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

from the various applications to the Company’s general ledger.

• For Performance Media revenue, we agreed selected amounts recognized to source data and tested the

mathematical accuracy of the recorded revenue.

• For Retail Media revenue,

– we performed the following procedures for a selected customer contract:

▪ recalculated the revenue which is based on working media spend or impressions

▪ agreed fees recognized for professional services back to the contract.

– we performed substantive analytical procedures by developing an independent expectation for the

recorded balance based on a historical relationship with working media spend.

/s/ Deloitte & Associés

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December 31, 2024 , respectively.

Other current assets

Restricted cash - current portion

Marketable securities - current portion

Prepaid expenses and other current assets

Total current assets

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Noncurrent financial assets

Other noncurrent assets

Deferred tax assets

Other noncurrent assets

Total noncurrent assets

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Deferred tax liabilities

Retirement benefit obligation

Financial liabilities - noncurrent portion

Defined benefit plans

Lease liability - operating - noncurrent portion

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Total liabilities

Commitments and contingencies

Shareholders' equity:

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

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

Common shares, € 0.025 per value, 55,659,895 and 57,744,839 shares authorized and issued, and

51,151,866 and 54,277,422 outstanding at December 31, 2025 and December 31, 2024 , respectively.

Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025 and December 31,

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Additional paid-in capital

Accumulated other comprehensive income (loss)

Accumulated other comprehensive loss

Retained earnings

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Provision for income taxes

Net income available to shareholders of Criteo S.A.

Net income available to noncontrolling interests

Net income allocated to shareholders per share:

Net income attributable to shareholders of Criteo

Net income attributable to noncontrolling interests

Weighted average shares outstanding used in

computing per share amounts:

Net income attributable to shareholders per share:

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

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(in thousands)

Other comprehensive income (loss):

Foreign currency translation differences, net of taxes

Foreign currency translation differences

Income tax effect

Actuarial gains on employee benefits, net of taxes

Actuarial (loss) gain on employee benefits

Income tax effect

Comprehensive income (loss)

Actuarial gains (losses) on employee benefits, net of taxes

Other comprehensive income (loss)

Total comprehensive income

Attributable to shareholders of Criteo S.A.

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$ ( 125,298 )

$ ( 108,768 )

Other comprehensive income (loss)

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( 2,195,000 )

( 1,040,612 )

Shared-based compensation

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$ ( 120,853 )

$ ( 108,768 )

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

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

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

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

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

(3) On January 31, 2025, Criteo's Board of Directors authorized an extension of the share repurchase program to up to $ 805.0 million of the Company's outstanding American Depositary Shares.

The change in treasury stocks is

comprised of 5,393,002 shares repurchased at a weighted average price of $ 28.2 offset by 2,157,390 treasury shares used for RSUs vesting and by 2,195,000 treasury shares cancelled.

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

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Cash flows from operating activities

Non-cash and non-operating items

Noncash and nonoperating items

– Amortization and provisions

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– Equity awards compensation expense

Net loss (gain) on disposal of noncurrent assets

– Gain (loss) on disposal of and impairment of long-lived assets

– Change in uncertain tax positions

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Changes in assets and liabilities:

(Increase) / Decrease in trade receivables

Increase / (Decrease) in trade payables

(Increase) / Decrease in other current assets

Increase / (Decrease) in other current liabilities

– Trade receivables

– Trade payables

– Other current assets

– Other current liabilities

– Change in operating lease liabilities and right of use assets

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Payment for businesses, net of cash acquired

Purchases of marketable securities

Maturities and sales of marketable securities

Purchases of investment securities

Maturities and sales of investment securities

Net cash used in investing activities

Cash flows from financing activities

Proceeds from borrowings under line-of-credit agreement

Repayment of borrowings under line-of-credit agreement

Proceeds from capital increase

Proceeds from exercise of stock options

Repurchase of treasury stocks

Change in other financial liabilities

Cash payment for contingent consideration

Other financing activities

Change in other financing activities

Net cash used in financing activities

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

Effect of exchange rates changes on cash and cash equivalents

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

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Cash paid for taxes, net of refunds

Cash paid for interest, net of amounts capitalized

Non-cash investing and financing activities:

Cash paid for interest

Noncash investing and financing activities:

Intangible assets, property and equipment acquired through payables

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on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

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.

On January 7, 2026, the Company announced that, following the favorable opinion of its works council, its Board of

Directors has approved the Conversion and the replacement of its American Depositary Shares structure with ordinary

shares to be directly listed on Nasdaq.

A general meeting of the Company's shareholders will be held on February 27,

2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain

approval by the Company's shareholders for the Conversion and certain related proposals.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes.

through the world’s leading Commerce Media Platform.

We bring richer experiences to every consumer by supporting a

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

the world’s marketers and media owners.

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

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

outcomes (sales, leads, advertising revenue).

leverage commerce data and AI to connect ecommerce, digital marketing and media monetization to reach consumers

throughout their shopping journey.

Our vision is to deliver full-funnel, cross-channel, self-service advertising that performs.

Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce

outcomes through our Commerce Media Platform, which includes a suite of products:

outcomes through our platform, which includes a suite of products:

• that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout

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Principles and Accounting Methods

Basis of Pres entation

Basis of Presentation

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

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where we have controlling financial interests.

I ntercompany transactions and balances have been eliminated .

Intercompany transactions and balances have been eliminated.

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

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Fully consolidated

Criteo Technology

Criteo Technology SAS

Fully consolidated

Foreign subsidiaries

Criteo Holdings, Inc.

United States

Fully consolidated

United Kingdom

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Fully consolidated

Iponweb GmbH (2)

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Fully consolidated

(1) Merged with Criteo GmbH.

(1) Criteo Holdings Inc.

includes a French Branch

(2) Liquidated during the twelve months ended December 31, 2025

Functional Currency and Translation of Financial Statements in Foreign Currency

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dollars, which differs from the functional currency of

the Parent, the euro.

the Parent, the Eur o.

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

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

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

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

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

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

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

comprehensive income (loss);

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

items that form part of the reporting entity’s net investment in a foreign operatio n, w hich are recognized in "Other

comprehensive income" in the Consolidated Statements of Comprehensive Income.

They will be recognized in

profit or loss on disposal of the net investment.

Use of Estimates

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make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of

contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

revenue and expenses during the period.

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

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

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

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

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

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

Operating Segments

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

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

segment reporting structure to two reportable segments:

Retail Media and Performance Media, which combines

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

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

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

current reportable segments.

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

Refer to Note 4 for further discussion.

Refer to Note 3 Segment information for further discussion.

Business combinations

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Internally Developed Software and Software as a Service

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

applications used to deliver our services.

We capitalize development costs related to these software applications

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

software will be used to perform the function i ntended.

Amortization of these costs begins when the assets are

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

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

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

for impairment.

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

Projects no longer deemed probable

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

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

Statement of Income.

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

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

development costs.

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

manner consistent with the acquisition of other software licenses.

If a CCA does not include a software license,

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

The Company capitalizes certain

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

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

We capitalize external costs and directly attributable internal development costs to acquire or create internal use

software which are incurred subsequent to the completion of the preliminary project stage.

These costs relate to

activities such as software design, configuration, coding and testing.

Costs related to post-implementation

activities such as training and maintenance are expensed as incurred.

Capitalized costs are included in Intangible Assets on the consolidated balance sheets .

These costs are

amortized over the estimated useful life of the software, which is typically three years , on a straight-line basis,

which represents the manner in which the expected benefit will be derived.

We also enter into cloud-based software hosting arrangements, which are accounted for as service contracts.

Company capitalizes certain implementation costs, which are consistent with costs incurred during the application

development stage for on-premise software.

The capitalized costs are presented within p repaid expenses and

other current assets on the consolidated balance sheets , and are amortized on a straight-line basis over the fixed,

non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods.

The Company applies the same impairment model to both internal-use software and capitalized implementation

costs in a software hosting arrangement, which is accounted for as a service contract.

Property and Equipment

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

Property and equipment is accounted for at acquisition cost less accumulated depreciation and any impairment.

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

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

is routinely reviewed.

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

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

the planned use of assets, and technological advancements.

When we change the estimated useful life

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

depreciated or amortized over the revised estimated useful life.

Our estimate of useful

lives represents management's best estimate and is evaluated periodically.

If the estimated useful life of an asset

changes, the remaining carrying amount of the asset is depreciated over the revised estimated useful life.

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

Servers.......................................................................................................................................................

Servers and Networking equipment ...............................................................................................

Furniture and IT equipments...............................................................................................................

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

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

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

change in accounting estimate is effective beginning fiscal year 2025.

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

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

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

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

If an asset is deemed to be impaired, an impairment loss is recorded to write the asset down to its estimated fair

Fair value is estimated based on discounted future cash flows.

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intangible assets acquired.

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

over their useful lives.

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

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

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

circumstances indicate that the carrying value may not be recoverable.

The Company has determined that it

operates as two reporting units.

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

allocation approach.

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

annual impairment test date from December 31 to October 1.

Refer to Note 10 for further information.

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

assumptions regarding estimated future cash flows of the Company.

The estimated future cash flows are used to

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

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

on these assets.

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

recognize an impairment loss in the Consolidated Statement of Income.

Goodwill is allocated to reporting units based on the expected benefit from the business combination and is tested

for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value

may not be recoverable.

The Company has two reporting units, Retail Media and Performance Media, that are subject to goodwill

impairment testing.

In the impairment assessment of its goodwill, the Company performs a quantitative test that

involves estimating the fair value of each reporting unit using a discounted cash flow model, which requires

significant assumptions, including projected future cash flows, discount rates and long-term growth rates.

estimated fair value of each reporting unit is then compared to its carrying value, including goodwill.

If the carrying

value exceeds the estimated fair value, the Company would be required to recognize an impairment loss in the

Consolidated Statement of Income.

Changes in estimates or underlying assumptions could affect the

determination of fair value and may result in a future impairment.

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

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

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

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

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

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

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

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

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

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Accounts Receivable

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

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

uncollectible amounts.

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are required to make to advertising inventory publishers.

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

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

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

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

The Company applies ASC 326, Financial Instruments — Credit Losses , which requires the measurement and

recognition of expected credit losses for financial assets held at amortized cost that an entity does not expect to

collect over the asset's contractual life, considering past events, current conditions, and reasonable and

supportable forecasts of future economic conditions.

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

methods to evaluating and estimating the expected credit losses.

A receivable is considered past due if we have

not received payments based on agreed-upon terms.

methods to evaluate and estimate the expected credit losses.

A receivable is considered past due if we have not

received payments based on agreed-upon terms.

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

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Generally, derivatives are not designated as hedging

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

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

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

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

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

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

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

the Consolidated Statements of Cash Flows.

This results in the cash flows from derivative instruments to be

classified in the same category as the underlying cash flows.

This results in

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

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

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

Cash, Cash Equivalents and Marketable Securities

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

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

to their short-term nature.

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

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

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

considered to be insignificant.

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

cash equivalents definition.

Cas h, Cash Equivalents and Investment Securities

Cash and cash equivalents include cash on hand, demand deposits, money market funds and other highly liquid

investments with a remaining maturity at the date of purchase of three months or less, or with a maturity of more

than three months that can be early withdrawn without significant penalty or foregoing of interest, for which the

risk of changes in value is considered to be insignificant.

We hold investments in marketable securities, including term deposits with banks, not meeting the cash

equivalents definition.

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

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

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

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

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

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

Our available-for-sale marketable investments are carried at estimated fair value with any unrealized gains and

losses, net of taxes, included in accumulated other comprehensive income in stockholders' equity.

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

Interest income generated from held-to-maturity investments is recorded as financial income.

We also invest in nonmarketable securities, consisting mainly of private equity investments, which are classified

as equity investments and reported within Other noncurrent financial assets .

Equity investments without a readily

determinable fair value that do not qualify for the practical expedient to estimate fair value based on net asset

value are recorded at cost, less impairment.

Concentration of Credit Risk

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

monitoring agencies' and advertisers' accounts receivable balances.

monitoring ag encies' and advertisers' accounts receivable balances.

During the years ended December 31, 2025 ,

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

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

For state-managed plans and other

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

limited to our contributions.

compensation when they retire or to a defined benefit following their retirement.

For state-managed plans and

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

being limited to our contributions.

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

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ad-tech industry.

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

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

revenue recognition by applying the following steps:

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

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

Variable consideration is

included in the transaction price only to the extent that it is probable that a significant reversal of cumulative

revenue recognized will not occur.

We determine revenue recognition by applying the following steps:

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

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

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

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

Our pricing models

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

Our pricing models include click- and impression-based pricing, and percentage of spend pricing.

Click and impression based pricing model

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

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

advertisement or an advertisement is displayed to a user.

For these pricing models, we recognize revenue when a

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

our performance obligation.

Percentage of spend model

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

digital advertising inventory.

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

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

digital advertising inventory.

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

is referred to as working media spend.

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

use of our platform.

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

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

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

For performance

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

the outputs transferred to the customer.

For these pricing models, we recognize revenue at a

point in time when a user clicks on an advertisement or an advertisement is displayed, as our performance

obligation is the delivery of clicks or displays to the customer.

Percentage of spend pricing model

For campaigns priced on a percentage of working media spend basis, we bill our customers when customers buy

and sell digital advertising inventory through our platform.

For these pricing models, we recognize revenue at a

point in time when the transactions occur through our platform, as our performance obligation is to provide access

to our platform to allow customers to buy and sell advertising inventory.

We also provide professional services to our customers, such as campaign management and billing and

administrative services.

Revenue for professional services is recognized over time as customers simultaneously

receive and consume the benefits of the services as they are performed.

Principal versus Agent Considerations

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

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

specified services before they are transferred to the customer.

To determine whether we are acting as a principal

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

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

discretion in establishing prices.

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

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

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

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

The determination of whether we are

acting as principal or agent requires judgment.

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

We assess whether we act

as principal or agent based on whether we control the specified services or advertising inventory before it is

transferred to the customer.

In making this determination, we consider factors such as our level of control,

responsibility for fulfillment, and discretion in establishing prices.

When we determine that we act as principal, we

recognize revenue and related costs incurred on a gross basis.

When we act as an agent, we recognize revenue

on a net basis.

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

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

our Retail Media segment we act primarily as agent.

Rebates and Incentives

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

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

are recognized as a reduction of revenue.

We calculate these amounts based upon estimated customer

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

Variable incentives are calculated based on the expected amount to be provided to customers and recognized as

a reduction of revenue.

Contract Assets and Liabilities

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

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

For certain customers, we require payment

before the services are delivered.

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

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

Contract assets are recognized when we do not yet have unconditional rights to payment.

Contract liabilities are

recognized when there is an obligation to transfer services to a customer.

Contract assets and liabilities are

presented on a net basis at the contract level.

Contract assets and contract liabilities are not material to our

consolidated financial statements, and changes in these balances during the period were not significant.

Practical Expedients

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right to invoice for services performed.

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

year or less.

These costs are recorded within sales and operating expenses.

Our contracts do not include a significant financing component, as payments are less than one year, typically

between 0 and 90 days.

We expense sales commissions as incurred as the amortization period would have been

one year or less.

These costs are recorded within Sales and operating expenses within the Consolidated

Statements of Income.

C ost of Revenue

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

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

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

other personnel related costs.

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

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

and amortization costs.

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

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

The CIR offsets the income tax to be

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

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

It is deducted from "Research and

development expenses" in the Consolidated Statements of Income.

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

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

working in the engine, platform, infrastructure, engineering , product, analytics and other teams, including salaries,

bonuses, share-based compensation and other personnel related costs.

Also included are non-personnel costs

such as subcontracting, consulting and professional fees to third-party development resources, allocated

corporate overhead, and depreciation and amortization costs.

These expenses are partially offset by the French

research tax credit (CIR).

The CIR offsets the income tax to be paid and the remaining portion (if any) can be

refunded at the end of a three-fiscal year period.

The CIR is calculated based on eligible R&D expenditures.

December 31, 2025 , 2024 , and 2023 , we recorded $ 6.6 million , $ 7.2 million , and $ 9.5 million of CIR tax credits

against these expenses.

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

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

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

personnel-related costs.

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

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

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

our sales, business development, marketing, creative services and other teams, including salaries, bonuses,

share-based compensation, and other personnel-related costs.

Additional expenses in this category include

provisions for doubtful accounts, consulting and professional fees paid to third parties, and allocated corporate

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

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Additional expenses included in this

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

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

category include professional fees, audit fees, tax services and legal fees, as well as insurance and other

corporate expenses, along with allocated overhead, including internal IT costs.

Advertising and Promotional Expenses

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

Advertising costs are expensed when incurred and are included in sales and operations expense s on the

consolidated statements of income.

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

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

We incurred advertising expenses of $ 4.4 million , $ 1.9 million , and

$ 1.7 million for the years ended December 31, 2025 , 2024 , and 2023 , respectively.

Share-Based Compensation

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In general, our RSUs and PSUs

vest over a service period of four years .

LUS were issued to Iponweb seller as partial consideration for the

Iponweb Acquisition.

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

over the requisite service period.

We account for forfeitures as they occur.

vest over a service period of three to four years .

LUS were issued to the Iponweb seller as partial consideration

for the Iponweb Acquisition.

Share-based compensation expense is generally recognized based on a graded

vesting basis over the requisite service perio d for each separately vesting tranche.

We account for forfeitures as

Financial and Other Income (Expense)

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differences, and interest income and expenses.

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

Deferred taxes are recorded

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

losses, using the liability method.

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

a foreseeable future.

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

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

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

As a result, the measurement

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

expected to be realized.

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

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

which would have an impact on our financial results.

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

Deferred tax assets and liabilities are

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

and for tax losses.

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

Deferred tax assets are recognized to the extent that management determines it is more likely than not that

such assets will be realized.

In assessing realiz ability, management considers all available evidence, both positive

and negative, including historical and projected future taxable income , the revers al of existing temporary

differences, and available tax planning strategies.

A valuation allowance is established for deferred tax assets that

are not expected to be realized, and adjustments to the valuation allowance are recorded in income tax expense

in the period such determinations are made.

Tax assets and liabilities are not discounted.

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

Amounts recognized in

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

consolidation scope.

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

in the period that such tax rate changes are enacted.

Research Tax Credit is a U.S.

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

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

operating losses and foreign tax credits have been used.

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

of ASC 740 as a component of income tax expense.

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

purposes of the U.S.

Research Tax Credit.

The effect of changes in tax laws or tax rates on deferred income tax assets and liabilities is

recognized in the period in which such changes are enacted.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply in the periods in which temporary differences reverse.

Certain tax credits, including research and development tax credits , are accounted for as a component of income

tax expense in accordance with ASC 740, Income Taxes.

Uncertain Tax Positions

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

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

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

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

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

line in our consolidated statement of operations.

Accrued interest and penalties are included on the related tax

liability line in the consolidated balance sheet.

We record uncertain tax positions in accordance with ASC 740, which requires a two-step process in which

determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis

of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition

threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate

settlement with a tax authority.

We recognize interest and penalties related to unrecognized tax benefits within the

income tax expense line in our consolidated statement of operations.

Accrued interest and penalties are included

within the related tax liability in the consolidated balance sheet.

Earnings Per Share

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

Parent by the weighted average number of shares outstanding.

The weighted average number of shares

outstanding is calculated according to movements in share capital.

In addition, we calculate diluted earnings per

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

by the weighted

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

When the statement of

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

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

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

Parent Company, Criteo S.A., by the weighted average number of shares outstanding during the period.

earnings per share ("Diluted EPS") is calculated by dividing the net income attributable to shareholders of the

Parent company, Criteo S.A., by the weighted average number of shares outstanding, including the dilutive effect

of share-based awards as determined under the treasury stock method, during the period.

Reclassifications

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

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

Company has the intent to settle on a net basis.

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

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

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

For the fiscal

year ended December 31, 2023, this change resulted in a reclassification of $ 40.4 million between Other Taxes

Receivables and Other Taxes Payable.

Recently Adopted Accounting Pronouncements

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The adoption of this ASU did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the

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entity's effective tax rate reconciliation as well as information on income taxes paid.

The new standard is effective

for annual periods beginning after December 15, 2024.

We do not expect the adoption of this standard to have a

material impact on our consolidated financial statements.

T he adoption of this ASU was

applied on a prospective basis and did not have a material impact on our consolidated financial statements.

Note 17 Income Taxes for more information.

Accounting Pronouncements Not Yet Adopted

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

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We do not expect the adoption of this standard to have a material impact on our consolidated financial

Business Combinations

On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd.

("Brandcrush").

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

The acquisition was financed by

available cash resources.

The transaction has been accounted for as a business combination under the acquisition

method of accounting.

The purchase price allocation has been completed and resulted in the recognition of intangible

assets related to technology of $ 3.5 million and goodwill of $ 5.0 million .

In addition, acquisition costs amounting to

$ 0.7 million were fully expensed as incurred.

Restructuring

2024 Restructuring

In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce

our company size by approximately 100 employees ("2024 Restructuring Plan").

Impacted employees in our sales,

technology, and business groups were notified during April 2024 to July 2024.

As of December 31, 2024, we have

completed these employee layoffs.

The Company incurred restructuring costs o f $ 8.5 million for th e year ended December

The following table summarizes those restructuring activities as of December 31, 2024 included in other current

liabilities on the balance sheet:

Salaries and other

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software,

which simplifies the capitalization guidance by removing the references to project stages, among other changes.

The new standard is effective for annual periods beginning after December 15, 2027.

We are currently evaluating

the impact of the adoption of this standard on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants, Accounting for Government Grants

received by Business Entities, which establishes guidance for business entities on how to recognize, measure,

present and disclose government grants received.

The new standard is effective for annual periods beginning

after December 15, 2028.

We are currently evaluating the impact of the adoption of this standard on our

consolidated financial statements.

Restructuring and Other Exit Costs

From time to time, the Company may initiate restructuring actions designed to improve operational efficiency, optimize its

cost structure, and better align its workforce and operations with business needs and strategic priorities.

These actions

may include workforce reductions and other organizational realignments intended to support the Company’s long-term

The Company records employee severance and other termination costs that meet the requirements for

recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712,

Compensation – Nonretirement Postemployment Benefits, as applicable.

A summary of our Restructuring and Other Exit costs activity is presented as follows:

(in thousands)

Restructuring liability as of January 1, 2024

Restructuring charge

Restructuring liability as of December 31, 2024

For the year ended December 31, 2024 $ 1.9 million was included in Research and Development expenses , $ 5.0 million

was included in General and Administrative expenses and $ 1.6 million was included in Sales and Operations expenses .

2023 Restructuring

In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the

Retail Media and Performance Media segments ("2023 Restructuring Plan").

Impacted employees in our sales,

technology, and business groups were notified during February 2023 and March 2023.

As of December 31, 2023, we have

completed these employee layoffs.

The Company incurred restructuring costs of $ 23.0 million for the year ended

December 31, 2023.

The following table summarizes restructuring activities as of December 31, 2023 included in other

current liabilities on the balance sheet:

Salaries and other

(in thousands)

Restructuring liability as of January 1, 2023

Restructuring charge

Restructuring liability as of December 31, 2025

For the year ended December 31,2023 $ 3.5 million , was included in Research and Development expenses , $ 5.6 million ,

was included in General and Administrative expenses $ 13.9 million was included in Sales and Operations expenses .

The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024.

During the year ended December 31, 2025, the Company implemented a cost-reduction plan designed to improve

operating efficiency and align its cost structure with revenue levels.

The Company incurred approximately $ 3.0 million of

restructuring costs during 2025 related to this plan, primarily reflected within Sales and Operations expense .

For the year ended December 31, 2024, we implemented several measures to pursue greater efficiency, including

planned layoffs to further reduce our company size by approximately 100 employees ("2024 Restructuring Plan").

Company incurred restructuring costs of $ 8.5 million for the year ended December 31, 2024, of which $ 1.9 million was

included in Research and Development expenses , $ 1.6 million was included in Sales and Operations expenses , and

$ 5.0 million was included in General and Administrative expenses .

For the year ended December 31, 2023, we announced planned layoffs to reduce our company size by approximately 250

employees across the Retail Media and Performance Media segments ("2023 Restructuring Plan").

incurred restructuring costs of $ 23.0 million for the year ended December 31, 2023, of which $ 3.5 million was included in

Research and Development expenses , $ 13.9 million was included in Sales and Operations expenses , and $ 5.6 million

was included in General and Administrative expenses .

Segment information

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– Retail Media:

This segment allows retailers to generate advertising revenues from consumer brands, and/or to

drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own

digital property or on the open Internet, that address multiple marketing goals.

This segment 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 commerce activation, monetization, and AdTech services

including our media trading marketplace .

The Company's CODM allocates resources to and assesses the performance of each operating segment using

information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus

other costs of revenue The CODM only reviews revenues and corresponding TAC for each segment, and does not

regularly review any other expense nor financial information for our two segments.

T he following table shows revenue by reportable segment :

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

The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and

assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's

segment profitability measure and reflects our gross profit plus other costs of revenue.

The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other

expense nor financial information for our two segments.

The following table shows revenue by reportable segment:

Year Ended December 31,

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Performance Media

Other costs of sales

Other costs of revenue

Operating expenses

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Income before tax

Cash, Cash Equivalents, Marketable Securities and Restricted Cash

Financial instruments

Fair value measurements

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Money market funds

Term deposits and notes

Marketable Securities

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

Commercial paper

Term deposits

Structured debt securities

Investment Securities

The following table presents for each reporting period, the breakdown of investment securities held at cost basis:

Year Ended December 31,

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Securities Held-to-maturity

Term Deposits

The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024 , 2023 and

For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and

Commercial paper

Structured debt securities

Corporate debt securities

The gross unrealized gains or (loss) on our investment securities were not material as of December 31, 2025 , 2024 and

For our investment securities, the fair value approximates the carrying amount, given the nature of the term deposit and

the maturity of the expected cash flows.

The following table classifies our marketable securities by contractual maturities:

The following table classifies our held-to-maturity securities by contractual maturities:

Held-to-maturity

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Due in one year

From one to five years

Restricted Cash

As part of the Iponweb Acquisition in August 2022, the Company had $ 100.0 million of restricted cas h related to an escrow

account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was

subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years.

the years 2024 and 2023, the Company paid contingent consideration o f $ 54.6 million and $ 22.0 million , respectively.

balance of $ 20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated

Statements of Financial Position as of December 31, 2024.

December 31, 2024

December 31, 2023

(in thousands)

Restricted cash – current

Due in one to five years

Our investments in nonmarketable equity securities were not material for the year ended December 31, 2025.

Trade Receivables

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

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

Year Ended December 31,

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Write-offs, net of recoveries

Increase due to acquisition

Currency translation adjustment

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Accounts receivable balances are written-off once the receivables are no longer deemed collectible.

During the years ended December 31, 2024 , 2023 and 2022, the Company recovered $ 7.6 million , $ 1.4 million and

During the years ended December 31, 2025 , 2024 and 2023 , the Company r ecovered $ 4.5 million , $ 7.6 million and

$ 1.4 million , previously reserved for, and accounted for this as a reversal of provision.

During 2025, a large US retailer – that is a customer primarily in the Company's 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.

Other Current and Noncurrent Assets

The following table shows the breakdown in other current assets :

The following table presents the components of prepaid expenses and other current assets, net, for the periods

Year Ended December 31,

(in thousands)

Prepaid expenses

Prepayments to suppliers

Other current assets

Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses.

Other noncurrent assets for 2024 and 2023 of $ 61.2 million and $ 60.7 million ar e primarily comprised of the

indemnification asset of $ 50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

Prepayments to suppliers include capitalized costs related to the implementation of cloud computing arrangements that

are service contracts and are amortized on a straight-line basis over the term of the associated hosting arrangements.

of December 31, 2025 and 2024, the gross capitalized costs were $ 25.6 million and $ 18.7 million , respectively.

years ended December 31, 2025, 2024 and 2023 amortization expense was $ 9.5 million , $ 7.6 million and $ 5.3 million

respectively.

Other current assets include an indemnification receivable of $ 5.5 million relate d to a legal matter, restricted cash, and

other non-trade receivables.

As of December 31, 2025 and 2024 , restricted cash was $ 0.3 million and $ 0.3 million ,

respectively.

Other noncurrent assets as of December 31, 2025 and 2024 of $ 45.7 million and $ 61.2 million are primarily comprised of

the indemnification asset of $ 37.2 million and $ 50.0 million , respectively, recorded against certain tax liabilities related to

the Iponweb Acquisition.

Property and Equipment, Net

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Intangible assets

The following table shows the breakdown and changes in carrying value of intangible assets:

The table shows the breakdown and changes in carrying value of intangible assets:

December 31, 2025

1 unchanged sentence

Internally developed

$ ( 143,990 )

Internally developed

software in progress

Acquired technology

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relationships

Internally developed

software in progress

Total intangible

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31, 2025 and 2024 .

Impairment expense of $ 5.7 million has been recognized for the year ended December 31, 2024 in

Research and Development Expense in the Consolidated Statement of Operations.

No material impairment expense was

recognized during the years ended December 31, 2023 and 2022 .

Amortization expense was $ 60.0 million , $ 48.3 million and $ 33.4 million for the year ended December 31, 2024 , 2023 and

2022, respectively.

Impairment expense of $ 2.5 million and $ 5.7 million has been recognized for the year ended

December 31, 2025 and 2024 in Research and Development Expense in the Consolidated Statement of Operations.

material impairment expense was recognized during the year ended December 31, 2023 .

During the year ended December 31, 2025, the Company recorded accelerated amortization of $ 7.9 million and a

nonrecurring impairment charge of $ 0.9 million related to internally developed intangible assets following Alphabet Inc.'s

decision not to deprecate third-party cookies in Chrome.

Amortization expense was $ 89.0 million , $ 48.3 million and $ 33.4 million for the years ended December 31, 2025 , 2024

and 2023 , respectively.

As of December 31, 2025 , expected amortization expense for intangible assets for the next five years and thereafter is as

relationships

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

Goodwil l allocated to the two reportable segments and the changes in the carrying amount for the years ended December

31, 2025 and 2024 were as follows:

(in thousands)

Balance at January 1, 2024

Disposal of goodwill

Currency translation adjustment

Impairment expense

Balance at December 31, 2024

Disposal of goodwill

Currency translation adjustment

Impairment expense

Balance at December 31, 2025

On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of $ 5.0 million .

Refer to Note 2 for

further discussion.

In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it

results in better alignment with the Company’s strategic business planning.

The voluntary change in accounting principle

related to the annual test date did not delay, accelerate or avoid an impairment charge.

Retrospective application of this

accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of

hindsight, the significant assumptions and estimates that would be used in those earlier periods.

Accordingly, the change

is applied prospectively.

We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October

1, 2024 and no im pairment has been identified.

Financial Liabilities

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Other short-term lines of

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

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

indebtedness.

As of year-end December 31, 2024 , and 2023, we were in compliance with the required covenants.

November 17, 2023, we updated certain terms of our syndicated credit facility to a € 407 million ( $ 423 million )

sustainability-linked credit facility.

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

sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of

the credit facility agreement remains unchanged.

The Bank Syndicate Revolving Line of Credit is an unsecured sustainability-linked facility, subject to financial and

nonfinancial covenants linked to our sustainability goals .

As of year-end December 31, 2025 , and 2024 , we were in

compliance with the required covenants.

As of December 31, 2025 , and 2024 , no amounts have been drawn or are outstanding under the Revolving Credit Facility.

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such facilities on short notice.

The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange

The Compan y also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange

rate fluctuations.

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(in thousands)

Other financial liabilities

Financial derivatives

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Total operating lease expense

As of December 31, 2024 , we had future minimum lease payments as follows:

As of December 31, 2025 , future minimum lease payments are as follows:

(in thousands)

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Cash paid for amounts included in the measurement of lease liabilities :

Cash flow for operating activities

Right of use assets obtained in exchange for new operating lease liabilities

Operating cash flows for operating leases

Lease liabilities arising from obtaining right-of-use assets

As of December 31, 2025 , we have additional operating leases, that have not yet commenced which will result in additional

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Other creditors

Earn out liability - current

Accounts payable relating to capital expenditures are primarily related to the purchase of datacenter equipment.

Other noncurrent liabilities are presented in the following table:

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Uncertain tax positions

Earn out liability

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of $ 100.0 million ,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

The earn out liability was fully settled during the year 2024.

Refer to Note 17 Income Taxes for more information on the uncertain tax positions.

Employee Benefits

Defined Benefit Postretirement Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on

Accordi ng to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on

retirement, equal to up to twelve months of their salary based on term of employment.

The following table summarizes the changes in the accumulated postretirement benefit obligation:

The following table summarizes the changes in the projected benefit obligation:

Year Ended December 31,

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Expected staff turnover

0.0 % - 17.8 %

Estimated retirement age

Progressive table

TH-TF 2000-2002

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Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Company’s employees are eligible for defined contribution post-retirement plans and similar

financial benefits.

Under defined contribution plans, the Company has no obligation other than to pay the agreed

contributions, with the corresponding expense charged to income for the year.

The defined contribution plans primarily

related to France, the U.S., for 401(k) plans, and the United Kingdom.

The Company also provides qualified defined contribution plans primarily in France, the United States, and the United

The most significant of these plans is the 401(k) Plan, which covers eligible U.S.

Employees can

contribute to the plans a specified percentage of their eligible compensation, subject to matching contributions from the

Company on behalf of the eligible employee.

The following table shows the Company's agreed contributions, reported in

the Consolidated Statement of Operations for the period.

Year Ended December 31,

(in thousands)

Defined contributions plans included in personnel

Defined contributions plan expenses

Common shares and Treasury stock

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( 4,508,029 )

(1) Adopted by the Board of Directors on December 7, 2023

(1) Adopted by the Board of Directors on April 25, 2024 and December 5, 2024

(2) Adopted by the Board of Directors on December 8, 2025

Share-Based Compensation

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Total equity awards compensation expense, net of tax effect

For the periods ended December 31, 2024 and 2023 , the Company recognized $ 102.6 million and $ 97.2 million ,

respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of $ 4.0

million capitalized stock-based compensation relating to internally developed software in 2024 .

(1) The periods ended December 31, 2025 and 2024 , are presented net of $ 5.8 million and $ 4.0 million , respectively, capitalized stock-based compensation

relating to internally developed software.

During the year ended December 31, 2025, the departures of the Company’s former Chief Executive Officer and Chief

Revenue Officer resulted in the forfeiture of unvested stock-based compensation awards of both restricted and

performance based awards.

As a result, the Company reversed $ 4.5 million of previously recognized stock-based

compensation expense, which is reflected, respectively as a reduction of $ 3.4 million in General and Administrative

expense and a reduction of $ 1.1 million in Sales and Operations, for the y ear ended December 31, 2025 .

The summary of

the forfeitures by award type is presented in the tables below.

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

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(in thousands)

Share options

Restricted stock units and Performance stock units

Lock-up shares

Restricted stock units / Performance stock units

Nonemployee warrants

Stock options

Total equity awards compensation expense (1)

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Total equity awards compensation expense, net of tax effect

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years , subject to the holder’s

continued service through the vesting date and expire no later than 10 years from the date of grant.

Options Outstanding

Exercise Price

Intrinsic Value

(in thousands)

Outstanding - December 31, 2023

Options granted

Options exercised

Options forfeited

Options canceled

Options expired

Outstanding - December 31, 2024

Vested and exercisable - December

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value

of common stock on the date of exercise.

The aggregate intrinsic value of the share options exercised was $ 0.8 million ,

$ 0.2 million and $ 0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.

No new stock options

were granted in the year ending December 31, 2024 and December 31, 2023 .

As of December 31, 2024 , there was no

remaining unrecognized stock-based compensation related to unvested stock options.

Lock-up shares

On August 1, 2022, 2,960,243 treasury shares were transferred to the Iponweb Founder (referred to as Lock-up Shares or

"LUS"), as partial consideration for the Iponweb Acquisition.

These shares were subject to a lock-up period that expired in

three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed

or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the

lock-up period.

These shares were considered as share-based compensation under ASC 718 and were accounted over the

three -year lock-up period.

The share based compensation expense is included in Research and Development expenses on

the Consolidated Statement of Income.

The shares were valued based on the Nasdaq weighted average share price.

In 2024, the Iponweb Founder's employment

agreement was terminated, resulting in the early expiration of the three years lock-up period.

Outstanding as of December 31, 2023

( 1,953,761 )

Outstanding as of December 31, 2024

Total compensation expense in 2024 of $ 34.0 million was recognized in Research and Development expense in the

Consolidated Statement of Income.

This includes an additional share-based compensation expense of $ 13.3 million due to

the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately $ 30.0 million , as part

of our share buy-back program.

As of December 31, 2024 , the Company had no unrecognized stock-based compensation

relating to the lock-up shares.

(1) The periods ended December 31, 2025 and 2024 , are presented net of $ 5.8 million and $ 4.0 million , respectively, capitalized stock-based compensation

relating to internally developed software.

A detailed description of each instrument type is provided below.

Restricted Stock Units and Performance Stock Units

During the year ended December 31, 2024 , the Company granted new equity under our current equity compensation

plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total

shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

During the year ended December 31, 2025 , the Company granted new equity awards under our current equity

compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the

Company’s senior executives, which are subject to the achievement of certain performance goals (“Financial PSU”) or to

share price metrics tied to total shareholder return (“TSR PSU”).

Restricted Stock Units

Restricted stock units generally vest over four years , subject to the holder’s continued service and/or certain performance

conditions through the vesting date.

The grant date fair value is determined by the Company Nasdaq share price the day

prior to the grant.

Restricted stock units generally vest over four years , subject to the holder’s continued service.

The grant date fair value is

determined by the Company's Nasdaq share price the day prior to the grant.

Outstanding as of December 31, 2024

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Outstanding as of December 31, 2025

The RSUs are subject to a vesting period of four years , over which the expense is recognized on a straight-line basis.

total of 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value

As of December 31, 2024 , the Company had unrecognized stock-based compensation relating to restricted stock of

The RSUs generally vest over a four -year period, with expense recognized on a graded vesting basis over the requisite

service period for each separately vesting tranche.

A total of 2,465,484 shares have been granted under this plan in the

year 2025 , with a weighted-average grant-date fair value of $ 29.14 .

As of December 31, 2025 , the Company had unrecognized stock-based compensation relating to restricted stock units of

approximately $ 78.9 million , which is expected to be recognized over a weighted-average period of 3.1 years .

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured

by Contribution ex-TAC.

A total of 568,081 shares have been granted at target under two plans with a vesting period of three years .

shares are subject to a range of vesting from 0 % to 200 % based on the performance of internal financial metrics, for a

maximum number of shares of 1,136,162 .

The grant-date fair value is determined based on the fair-value of the shares at

the grant date.

The weighted average grant-date fair value of those plans is $ 33.07 per share for a total fair value of

approximately $ 18.8 million , to be expensed on a straight-line basis over the respective vesting period.

The number of

shares granted, vesting and outstanding subject to performance conditions is as follows:

Performance stock units (PSUs) are subject to either internal financial performance conditions or external market

Financial PSUs

Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC,

Contribution ex-TAC of Retail Media and Adjusted EBITDA.

In the period ending December 31, 2025 , a total of 217,239

shares have been granted at target with a vesting period of three years .

The target shares are subject to a range of vesting

from 0 % to 200 % based on the performance of internal financial metrics, for a maximum number of shares of 434,478 .

grant-date fair value is determined by the Company's Nasdaq share price the day prior to the grant.

The weighted average

grant-date fair value of those plans is $ 28.27 per share for a total fair value of approximately $ 6.1 million , to be expensed

on a straight-line basis over the respective vesting period.

The number of shares granted, vesting and outstanding subject to performance conditions is as follows:

Outstanding as of December 31, 2024

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of approximately $ 3.9 million , which is expected to be recognized over a weighted-average period of 2.6 years .

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the

Nasdaq Composite Index, and certain other vesting conditions.

A total of 268,226 shares have been granted at target under

this plan, to be earned in two equal tranches over a term of two and three years , respectively.

The target shares are subject

to a range of vesting from 0 % to 200 % for each tranche based on the TSR, for a maximum number of shares of 536,452 .

The grant-date fair value is approximately $ 13.8 million , to be expensed on a straight-line basis over the respective vesting

TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and

certain other vesting conditions.

In the period ending December 31, 2025 , 217,239 shares have been granted at target

under this plan, to be earned in two equal tranches over a term of two and three years , respectively.

The target shares are

subject to a range of vesting from 0 % to 200 % for each tranche based on the TSR, for a maximum number of shares of

The grant-date fair value is approximatel y $ 12.4 million , to be expensed on a straight-line basis over the

respective vesting period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

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As of December 31, 2025 , the Company had unrecognized stock-based compensation related to performance stock units

based of market conditions o f $ 8.7 million , which is expected to be recognized over a period from January 1, 2025 to

March 1, 2027.

based on market conditions of $ 11.5 million , which is expected to be recognized over a weighted-average period of 1.8

Modification of Performance Stock Units

On December 22, 2025, the Board of Directors approved modifications to the terms of certain outstanding and unvested

PSUs previously granted, as further described below.

The modification of Financial PSUs amended the performance targets to allow for previously unvested and unearned

performance awards that were not probable to vest, to vest, subject to three -year service period.

This modification

pertained to all nine grantees and was accounted for as an improbable-to-probable Type III modification under ASC 718,

Compensation - Stock Compensation, resulting in no incremental compensation expense.

The fair value of the modified

performance awards was estimated using the closing stock price on the date of modification.

The modification of TSR PSUs replaced the market condition with financial performance conditions to be determined at a

later date, subject to three -year service period.

This modification pertained to grants awarded to our Chief Executive Officer

and was accounted for as a probable-to-probable Type I modification under ASC 718 , resulting in incremental

compensation expense o f $ 0.4 million , over the remaining service period, of which an immaterial amount was recognized

during year-end December 31, 2025.

The incremental fair value of the modified awards was measured as the difference

between the fair value of the modified award and the fair value of the original award as of the modification date.

Lock-up shares

On August 1, 2022, the Company transferred 2,960,243 treasury shares (the “Lock-up Shares”) to the Iponweb Founder as

partial consideration for the Iponweb acquisition.

These shares were accounted for as share-based compensation in

accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was

recognized within Research and Development in the Consolidated Statement of Income.

As of December 31, 2024, all

Lock-up Shares were fully vested, and there was no remaining unrecognized stock-based compensation expense related

to these awards.

Nonemployee warrants

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fair market value of common stock on the date of exercise.

The aggregate intrinsic value of nonemployee warrants

exercised was $ 1.6 million , $ 0.3 million and $ 0.6 million for the years ended December 31, 2024, 2023 and 2022,

respectively.

During the period ended December 31, 2024 , the weighted-average exercise price of nonemployee warrants

No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023 .

December 31, 2024 , all instruments have fully vested.

Financial and Other Income (Expense)

The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows:

During the period ended December 31, 2025 there were no

exercises of nonemployee warrants.

No new nonemployee warrants were granted in the year ending December 31, 2025 .

As of December 31, 2025 , all

instruments have fully vested.

Stock Options

Stock options granted under the Company’s stock incentive plans generally vest over four years , subject to the holder’s

continued service through the vesting date and expire no later than 10 years from the date of grant.

Options Outstanding

(in thousands)

Outstanding - December 31, 2024

Options granted

Options exercised

Options forfeited

Options canceled

Options expired

Outstanding - December 31, 2025

Vested and exercisable - December 31, 2025

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value

of common stock on the date of exercise.

The aggregate intrinsic value of the stock options exercised was $ 0.4 million ,

$ 0.8 million and $ 0.2 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.

No new stock options were granted in the year ending December 31, 2025 and December 31, 2024 .

As of December 31,

2025 , there was no remaining unrecognized stock-based compensation related to unvested stock options.

Financial and Other Income and Expenses

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

Year Ended December 31,

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Total financial and Other Income (Expense)

Th e $ 3.1 million fina ncial and other income for the period ended December 31, 2024 was mainly driven by interests

income offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to

market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our

€ 407 million available Revolving Credit Facility ("RCF").

The $ 0.8 million financial and other income for the period ended December 31, 2025 was mainly driven by interest income

offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to market, and

the financial expenses related to our € 407 million available Revolving Credit Facility ("RCF") .

The $ 3.1 million financial and 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 non-cash marked to market, the

accretion of the earn-out liability related to the Iponweb acquisition, and the financial expense relating to our € 407 million

available RCF.

The $( 2.5 ) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds

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financial expense relating to our € 407 million available RCF .

The $ 17.8 million financial and other income for the period ended December 31, 2022 was mainly driven by the positive

impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition.

partially offset by the $ 4.7 million accretion of earn-out liability related to Iponweb acquisition.

Other impacts come from

the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and

the financial expense relating to our € 407 million available RCF up-front fees amortization and non-utilization costs.

Breakdown of Income Taxes

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down as follows :

Provision for Income Taxes

The components of income from continuing operations before income taxes and the related provision for income taxes,

disaggregated between domestic and foreign operations, are as follows:

Year Ended December 31,

(in thousands)

International

Current income tax provision

International

Deferred income tax provision

Pretax Income

Current Tax Expense

Deferred Tax Expense

Total Provision for

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules

defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with

consolidated revenue above €750 million.

Numerous jurisdictions have enacted or are in the process of enacting legislation

to adopt a minimum effective tax rate.

As of December 31, 2025 and 2024 , the adoption of Pillar Two resulted in an impact

of $ 0.7 million and $ 3.0 million respectively recognized in Provision for income taxes within the Consolidated Statement of

The Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to both U.S.

domestic and international tax provisions.

The legislation did not have a material impact on our income tax expense for the

year ended December 31, 2025 and did not have a material impact on our effective income tax rate.

Reconciliation of the French Statutory Income Tax Rate to the Effective Income Tax Rate

The following tables shows the reconciliation between the effective and standard French rate of 25.8 % after the adoption of

ASU 2023-09 is as follows:

(in thousands)

Tax expense at French Statutory Rate

Increase / decrease in tax expense arising from:

Nontaxable or nondeductible items

Income eligible to reduced taxation rate (1)

Changes in Unrecognized Tax Benefit

Foreign Tax effects

Statutory tax rate difference between U.S.

State and Local Taxes

Nondeductible compensation

State and Local Taxes

Valuation Allowance Release

Other Foreign

Provision for Income Taxes

Income before taxes included income (loss) from France of $ 65.4 million , $ 38.3 million and $( 4.2 ) million for the periods

ended 2024 , 2023 and 2022 respectively.

Income before taxes from countries outside of France totaled $ 89.1 million , $ 36.4

million and $ 46.2 million for the periods ended December 31, 2024 , 2023 and 2022 , respectively.

Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French

rate of 25.8 % (excluding additional contributions):

Effective tax rate

(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

A reconciliation of the provision for income taxes to the amount computed by applying the 25.8 % French statutory income

tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

(in thousands)

Income before taxes

Theoretical group tax-rates

Nominal tax expense (benefit)

Tax expense at French Statutory Rate

Increase / decrease in tax expense arising from:

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Utilization or recognition of previously unrecognized tax losses

French CVAE (1)

French Business Tax " Cotisation sur la Valeur Ajoutée des

Entreprises " ("CVAE")

Income eligible to reduced taxation rate (1)

3 unchanged sentences

Effective tax rate

Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases.

The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of

different tax rates.”

(1) French CVAE " cotisation sur la valeur ajoutée des entreprises " - is the business value add contribution tax in France

(1) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

1 unchanged sentence

The following table shows the changes in the major sources of deferred tax assets and liabilities:

Year Ended December 31,

(in thousands)

Net deferred tax assets :

Net operating loss carryforwards

Shared-based Compensation

Bad debt allowance

Personnel-related accruals

Other accruals

Intangibles including capitalized R&D costs

Deferred Tax Assets

Valuation allowance

Deferred Tax Assets, net of valuation allowance

(in thousands)

Net deferred tax assets :

Net operating loss carryforwards

Personnel-related accruals

Shared-based Compensation

Bad debt allowance

Personnel-related accruals

Other accruals

Intangibles including capitalized R&D costs

Deferred Tax Assets

Total Deferred Tax Assets

Valuation allowance

Deferred Tax Assets, net of valuation allowance

Total Deferred Tax Assets, net of valuation allowance

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

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As of December 31, 2025 , 2024 and 2023 , 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.

deferred income taxes amounted to 19.0 million , 27.6 million and 29.8 million , respectively, which related mainly to Criteo

( $ 5.9 million , $ 5.9 million and $ 5.7 million , respectively), Criteo Brazil ( $ 0.0 million , $ 0.0 million and $ 2.7 million ,

respectively), Criteo Ltd ( $ 9.3 million , $ 10.7 million and $ 8.1 million , respectively), Criteo Singapore ( $ — million ,

$ 1.2 million and $ 1.5 million , respectively), Criteo Australia Pty ( $ 2.9 million , $ 2.9 million and $ 2.6 million , respectively)

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

The Company mainly ha s net operating loss carryforwar ds in the U.S.

respectively), Criteo UK ( $ 0.0 million , $ 9.3 million and $ 10.7 million , respectively), Criteo Singapore ( $ 0.0 million ,

$ 0.0 million and $ 1.2 million , respectively), Criteo Australia Pty ( $ 4.0 million , $ 2.9 million and $ 2.9 million , respectively) and

Criteo France ( $ 9.0 million , $ 8.7 million and $ 5.0 million , respectively).

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.

The Company mainly has net operating loss carryforwards in the U.S.

for $ 35.4 million in various states, which begin to

expire in 2031 and net operating loss carryforwards in the United Kingdom for $ 30.4 million , which have no expiration date.

The company has $ 5.9 million of state R&D tax credits which can be carry-forward indefinitely.

The company has $ 5.9 million of state R&D tax credits in the US, which can be carry-forward indefinitely.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the

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such amounts.

Ongoing tax audits

As a multinational corporation, we are subject to regular review and audit by French, U.S.

federal and state, and other

foreign tax authorities.

Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising

from potential challenges with certain positions we have taken.

Any unfavorable outcome of such a review or audit could

have an adverse impact on our tax rate.

Uncertain Tax Positions

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Ending balance of unrecognized tax benefits (including interest and

The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 18.0 million as of

December 31, 2024 .

All of the unrecognized tax benefits are considered noncurrent.

The income taxes we pay are subject to review by taxing jurisdictions globally.

Our estimate of the potential outcome of any

uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that

We believe that our estimate has adequately provided for these matters.

However, our future results may include

adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules

defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with

consolidated revenue above €750 million.

Numerous jurisdictions have enacted or are in the process of enacting legislation

to adopt a minimum effective tax rate.

As of December 31, 2024 , the adoption of Pillar Two resulted in an impact of

$ 3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations .

The Company will

continue to assess the ongoing impact of Pillar Two as additional guidance becomes available.

During the year ended December 31, 2025 , the Company recorded an unrecognized tax benefit of approximately $ 8.4

million related to certain income tax positions associated with stock-based compensation, based on management’s

evaluation of the relevant facts and circumstances as of December 31, 2025 , in accordance with ASC 740.

The Company files income tax returns in France, the United States (at the federal and state levels), and various other

foreign jurisdictions, and is subject to income tax examinations by tax authorities in these jurisdictions.

The Company is

currently under examination in France for the 2022 and 2023 tax years.

Other tax years and jurisdictions remain subject to

examination under applicable statutes of limitations.

The ultimate resolution of uncertain tax positions depends on the

interpretation of applicable tax laws and regulations and may be affected by future developments, including examination

outcomes, changes in facts and circumstances, or the expiration of applicable statutes of limitations.

evaluates uncertain tax positions based on the relevant risks, facts, and circumstances existing at each reporting date and

believes that the recorded liabilities adequately reflect these uncertainties.

Actual outcomes may differ from management’s

estimates and could affect the Company’s effective income tax rate in future periods.

Cash Paid For Income Taxes

The fo llowing tabl e presents the Company’s cash income taxes paid (net of refunds), including the total amount and

amounts paid in individual foreign jurisdictions that exceeded 5 percent of total cash income taxes paid:

Year Ended December 31,

(in thousands)

Other Foreign

Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent

by the weighted average number of shares outstanding.

The components of Basic EPS for the years ended December 31, 2025 , 2024 and 2023 , were as follows:

Year Ended December 31,

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Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the

weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based

compensation plans (see Note 15 ).

Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based compensation plans using

the treasury stock method.

There were no other potentially dilutive instruments outstanding as of December 31, 2025 , 2024

2024 , 2023 and 2022 .

Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted

share award) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the

average market price).

For each period presented, a contract to issue a certain number of shares (i.e., stock options and nonemployee warrants)

was assessed as potentially dilutive, if it was “in the money” (i.e., the exercise or settlement price is lower than the average

market price).

Year Ended December 31,

1 unchanged sentence

Net income attributable to shareholders of Criteo S.A.

Basic shares:

Weighted average number of shares outstanding of Criteo S.A.

Dilutive effect of:

Restricted share awards ("RSUs")

Restricted share awards ("RSUs") and Performance share awards ("PSUs")

Lock-up shares ("LUSs")

Share options and BSPCE

Stock options

Share warrants

6 unchanged sentences

Restricted share awards

Share options and BSPCE

Weighted average number of anti-dilutive securities excluded from diluted

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(Conseil d’Etat).

We are party to a claim (Doe v.

As previously disclosed, the Company is party to a claim (Doe vs.

GoodRx Holdings, Inc.

District Court for the Northern District of California),

alleging violations of various state and federal laws.

We intend to vigorously defend our position, but we are unable to

predict the potential outcome at this time.

District Court for

the Northern District of California) alleging violations of various state and federal laws.

In the third quarter of 2025, the

Company agreed to settle the matter for $ 7.0 million , subject to court approval.

GoodRx agreed to indemnify the Company

for $ 5.5 million , subject to court approval of the settlement with plaintiffs.

In January 2026, the court denied approval of the

proposed settlement.

The Company continues to engage in discussions with the plaintiffs and GoodRx to address the

Judge’s requests and re-file the settlement agreement.

Based on management's assessment of the underlying facts and

circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the

Company recognized an estimated probable loss of $ 7.0 million within “Contingencies-current portion” as of December 31,

2025 and an indemnification receivable of $ 5.5 million within “Prepaid expenses and other current assets”.

The resulting

estimated net probable loss of $ 1.5 million was recognized within “General and administrative expenses” in the Company’s

consolidated statement of operations for the year ended December 31, 2025.

The results of legal proceedings are

inherently uncertain and it is reasonably possible that the ultimate loss may differ from our estimate.

On July 9, 2025, a putative class action was filed against the Company, CVS and others in the U.S.

District Court for the

Central District of California, alleging violations of various laws regarding sensitive health and personal information.

October 27, 2025, the action was dismissed with respect to the Company.

On November 7, 2025, a second amended

putative class action complaint was filed against the Company, CVS and others in the U.S.

District Court for the Central

District of California, again alleging violations of various laws regarding sensitive health and personal information.

plaintiffs seek damages and injunctive relief.

We dispute the allegations of wrongdoing and intend to defend ourselves

vigorously in these matters.

On January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are

currently engaged in mediation.

On October 17, 2025 , AlmondNet, Inc.

and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S.

District Court for

the District of Delaware.

The complaint was s erved to the Company on October 21, 2025.

The plaintiffs seek damages and

injunctive relief.

We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters .

Non income tax risks

We have recorded a $ 31.9 million provision related to certain non income tax items accounted for under ASC 450

Contingencies .

These risks were identified and recognized as part of the Iponweb Acquisition in 2022.

We have recorded

an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities

under the purchase agreement for the Iponweb Acquisition.

The indemnification asset is recorded as part of "Other

noncurrent assets" on the consolidated statement of financial position.

Disaggregation of Revenue and Noncurrent Assets

During the year ended December 31, 2025 , management reassessed the provision related to certain non-income tax

matters recognized under ASC 450, Contingencies, reducing the balance from $ 31.9 million to $ 22.7 million .

were initially identified and recognized as part of the Iponweb Acquisition in 2022.

In accordance with the purchase

agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an

indemnification asset has been recorded.

The indemnification asset is recorded as part of "Other noncurrent assets" on the

consolidated statement of financial position.

Breakdown of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the years ended December 31,

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(in thousands)

of which United States

of which Germany

of which France

of which Japan

United States

For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are

presented in the table below.

The geographical information results from the locations of legal entities.

The geographical information includes results from the locations of legal entities.

(in thousands)

2 unchanged sentences

Subsequent Events

Appointment of Chief Executive Officer

Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors

effective February 15, 2025.

Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be

stepping down from her role as CEO and from the Board.

Clarken will continue to serve in a senior advisory role during a

transitional period.

Share Repurchase Program extension

On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase

program from up to $ 630.0 million to up to $ 805.0 million of the Company’s outstanding American Depositary Shares.

Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and

potentially in connection with M&A transactions.

On February 6, 2026, the Board of Directors approved an increase to the Company’s share repurchase program for the

Company’s outstanding American Depositary Shares.

As of February 6, 2026, following this approval, the remaining

authorization under the program was up to $ 200 million .

The Company intends to use repurchased shares under this

program primarily to satisfy employee equity plan vesting in lieu of issuing new shares, which would limit future dilution to

shareholders, and may also use such shares in connection with potential acquisition transactions.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures