Criteo S.A. 10-K

Item 1. Business History and Development of the Company Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. We are registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of process in the United States ("U.S.") is National Registered Agents, Inc. On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs") structure with ordinary shares to be directly listed on Nasdaq. The Conversion requires a shareholder vote for approval, which will be conducted through a general meeting of the Company’s shareholders on February 27, 2026. If shareholder approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the third quarter of 2026. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such action is in the best interests of the Company and its shareholders. Business Overview Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable business outcomes. Powered by Artificial intelligence ("AI") and inform ed by $1 trillion in an nual commerce transactions, our technology enables discovery, engagement, and conversion across the shopper journey. We reach shoppers wherever they are with personalized advertising and deliver the outcomes that matter most to brands. All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as an orchestration platform and decisioning layer across the ecosystem, operating at global scale. We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads. In 2025, we powered ove r $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and delivered 2 trillion targeted ads across the open internet and retailer ecosystems. Our platform serves approximately 17,000 clients , including leading global brands, retailers, and media owners. In Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties, and translate that intent data into actionable insights. This enables our clients to deliver high-performing campaigns across all stages of the marketing funnel, from discovery to conversion. In Retail Media, we help brands reach consumers near the digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory. Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of our platform and relationships. Criteo’s competitive advantage lies in three core assets: 1. Actionable Commerce Data: We curate one of the largest commerce data sets in the world, normalizing and mapping ove r 5 billion SKUs to brands, merchants, and transactions. This gives us unique insight into people– product relationships and purchase intent across categories and channels. 2. Extensive, Cross-Channel Media Access: We reach approximately 740 million daily active users through direct integrations with thousands of media owner partners, and more than 3 billion daily active users through social media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of consumer privacy. 3. Proprietary Predictive AI: With over two decades of AI innovation, our models continuously learn from billions of shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in real time to deliver superior outcomes for our clients. 2 Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives , and optimize bids, all in compliance with global privacy standards such as the General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act of 2018 (the “CCPA”) . This continuous learning loop improves performance and strengthens our platform’s intelligence over time. Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of growth in digital advertising. As consumer journeys expand across retail media, the open web, social, connected television ("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop, and to do so with precision, scale, and trust. Industry Trends Criteo operates at the center of profound shifts in the digital advertising and commerce ecosystems. Consumer attention continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for marketers and opportunity for Criteo. Our goal is to engage consumers wherever they are in their shopping journeys and to help brands, agencies and retailers deliver measurable outcomes across retail media, the open internet, mobile, social platforms, online video and CTV. Several secular trends continue to shape our industry and inform our strategy. Ecommerce growth and digital transformation Global ecommerce continues to expand rapidly. According to eMarketer, retail ecommerce penetration is expected to reach 23% in 2027, up from 20% in 2024 . This sustained growth is creating more advertising inventory in digital commerce environments and driving continued shifts in marketing budgets toward measurable, data-driven channels. Today approximately 75% of retail media ad spend in the U.S. is concentrated on Amazon , which accounts for roughly one third of ecommerce gross merchandise value. As more brands diversify their media investments beyond Amazon, the opportunity for independent retail media networks continues to grow. Budgets shifting to Retail Media Retail Media remains one of the fastest growing segments in digital advertising. Brands are reallocating budgets from traditional shopper marketing, trade marketing and upper-funnel media toward retail media because of its proximity to the point of sale and its closed-loop measurement capabilities. Retail media networks are also benefiting from share shifts within digital budgets as advertisers move spend from search and social platforms to channels with higher performance and transparency. Connected television and performance advertising CTV has become the second fastest growing advertising channel after retail media. As audiences migrate from linear TV to streaming, marketers increasingly demand measurable, performance-oriented solutions for CTV that can be optimized like digital media. The ability to leverage commerce data to reach qualified audiences and measure campaign impact positions Criteo to capture this next wave of performance-driven CTV advertising. Agentic AI and the evolution of shopping Agentic AI is emerging as a natural extension of how consumers discover and choose products online. AI-powered assistants and shopping agents are beginning to guide people through product discovery and decision-making in more personalized and efficient ways. Scaled and differentiated commerce data will be essential in this environment, allowing AI systems to surface relevant products and recommendations in real time. Criteo’s combination of deep commerce data, proprietary AI infrastructure and real-time activation capabilities positions us to support advertising that integrates naturally into these evolving consumer experiences. 1 Source: McKinsey, Magna Global, eMarketer, GroupM 3 Addressable Market Criteo’s addressable market continues to expand as our platform reaches more channels and touchpoints across the shopper journey. Our Commerce Intelligence Platform enables advertisers to engage consumers wherever they are across retail media, the open internet, mobile, social, online video and CTV, unlocking a broader share of global advertising budgets. As commerce becomes increasingly distributed and measurable, we are positioned at the center of this shift, connecting brands, retailers and media owners through data, AI and scaled activation. In Retail Media, excluding Amazon and China, our Serviceable Available Market ("SAM") is expected to reach approximately $42 billion in advertising spend by 2026 and $50 billion by 2027, reflecting a compound annual growth rate of about 20%. Including Amazon and China, the Total Addressable Market ("TAM") is projected to reach approximately $204 billion by 2027. 1 As more retailers scale their media networks and brands increase investment in on-site and off-site retail media, Criteo’s global reach and integrations position us well to capture this expanding share of spend. In Performance Media, advertisers continue to prioritize measurable outcomes across the full marketing funnel, reallocating spend from traditional and walled-garden environments towards solutions that combine precision targeting, automation and closed-loop measurement. We estimate that our SAM in performance media will reach approximately $143 billion by 2026 across addressable channels. Our platform continues to expand across additional channels, including social, CTV and emerging agentic AI environments, which represent newer areas of growth for Criteo. By applying our commerce data and AI capabilities across these environments, we maintain consistent performance throughout the consumer journey. This broader channel reach naturally expands our TAM and reinforces Criteo’s ability to capture a growing share of global digital advertising spend. Criteo's Commerce Intelligence Platform Over the past several years, Criteo has been transforming from a single-channel, managed-service point solution in performance marketing into a full-funnel, cross-channel, self-service commerce AI platform. We offer marketers, agencies, retailers and media owners a unified platform for first-party data activation and monetization. The platform provides a holistic suite of solutions powered by advanced AI and activates one of the world’s largest sets of commerce data to predict outcomes and deliver targeted advertising throughout the buyer journey, from discovery to purchase. Criteo’s data advantage lies in the scale, granularity and normalization of its commerce data, which enables precise audience targeting and measurable performance. Our technology is designed to drive trusted and impactful business results efficiently and at scale for advertisers, retailers and media owners. These outcomes include driving discovery of our clients’ brands, products and points of purchase, enabling effective customer acquisition and engagement within their commerce environments, increasing the volume of product sales and strengthening post-sale loyalty and lifetime value. For media owners and retailers, our platform also enhances monetization by driving incremental advertising revenue and yield through the activation of their data and audiences with consumer brands, both directly and via indirect demand partners. Our Demand-Side Solutions For advertisers and agencies, we deliver outcome-based advertising across the full funnel: • Commerce Max is our suite of retail media demand-side tools that allow brands, agencies and retailers to plan and buy media across retailer and open internet inventory with closed-loop, product-level measurement and return- on-ad-spend optimization. • Commerce Growth helps direct-to-consumer brands and agencies drive discovery, acquisition and retention through full-funnel audience targeting powered by Criteo’s commerce data and AI modeling. • GO is our self-service, AI-driven solution that automates campaign creation and optimization, enabling advertisers to launch outcome-based, full-funnel, cross-channel campaigns quickly and efficiently while maintaining performance standards. 4 Our Supply-Side Solutions For media owners, we enable the enrichment and activation of first-party data and inventory. • Commerce Yield provides monetization solutions that help retailers and marketplaces maximize the value of their digital assets through inventory and data management, packaging, and in-depth insights. • Commerce Grid is a commerce-focused Supply Side Platform ("SSP") for media owner data and inventory monetization. It powers Commerce Growth, enables access to commerce and retailer audiences with full Demand Side Platform ("DSP") interoperability and provides a programmatic path to retail media at scale. Synergies across our platform drive greater scale, flexibility and value for our partners. Our Segments We report results across two operating and reportable segments: Performance Media and Retail Media . Performance Media encompasses commerce activation, monetization and services that enable advertisers to reach and convert consumers across channels. Performance Media helps brands and agencies achieve measurable results across the full funnel, from discovery to conversion and retention, using outcome-based advertising powered by our AI-driven Commerce Growth (managed-service) and GO (self-service) solutions. Performance Media supports a wide range of business objectives, including: • Driving brand and product discovery and new customer acquisition by targeting commerce audiences with high purchase intent; • Attracting qualified traffic to client points of purchase across the open internet, mobile and CTV; • Increasing conversion and sales through personalized ads informed by commerce data; and • Strengthening customer loyalty by re-engaging existing shoppers with relevant product recommendations. We are focused on the following strategic priorities that are expected to reaccelerate growth: • Cross-channel expansion : Our goal is to meet consumers wherever they are, with social and CTV as key priorities to deliver measurable outcomes. This diversification broadens our addressable market and unlocks new sources of spend. • Full-funnel capabilities: Commerce Audiences already enable precise targeting for acquisition and retention. Expanding these solutions to include discovery audiences allows us to capture a larger share of advertising budgets and deliver performance across the entire marketing funnel. • Self-service scale: GO provides advertisers with tools to automate and optimize campaigns efficiently, driving sustainable scale among small and mid-sized clients while reducing our cost to serve and supporting partnership- driven demand, including through our Shopify integration. The rise of agentic AI is a natural extension of our strategy. Intelligent assistants are starting to guide people through their shopping journeys, helping them discover, compare, and choose products in new ways. We see this as another channel where brands will want to engage, because every major shift in digital has created more fragmentation. Our technology enables advertisers to manage cross-channel campaigns through a unified self-service interface, with full visibility into performance and return on ad spend. For larger clients, we also offer managed-service options that provide advanced analytics, insights and strategic guidance. Performance Media operates primarily on a cost-per-thousand-impressions ("CPM") basis, purchasing inventory programmatically through direct publisher relationships and real-time bidding exchanges. This model allows us to optimize ad delivery in real time while maintaining flexibility and scale across our global media network. 2 Source: eMarketer 5 Retail Media enables retailers to generate high-margin advertising revenue from brands and agencies while helping those same advertisers drive product sales on retailer sites. Retail Media connects brands to shoppers at the digital point of sale through personalized ads that appear on retailer websites (on-site) and across the open internet (off-site). Examples of expected business outcomes driven by Retail Media include: • Generating advertising revenue for retailers on their online store, by providing retailers with self-service access to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly with consumer brands across various marketing goals; • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers on the retailer's digital property with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest; and • Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads offering specific brand products available on the retailer's digital store and for which consumers have expressed interest. Retailers use our self-service technology to manage and monetize their audiences, traffic and ad inventory, while brands and agencies use our demand tools to plan, activate and measure campaigns with closed-loop attribution. We typically charge retailers a negotiated SSP fee and sometimes a technology fee, while brands pay us a negotiated DSP fee. Our retail media ecosystem continues to grow through strategic partnerships and integrations that expand access to demand. Partnerships with Google, Microsoft and Mirakl extend our reach to new advertisers and budget pools, while our API partner program enables agencies and brands to access Criteo’s technology directly within the buying platforms they already use. For additional information regarding our segments, refer to Note 3, Segment information, in the Consolidated Financial Statements in this Form 10-K. Our Competitive Strengths Commerce Data Assets Our data assets include privacy-safe insights derived from our clients' proprietary commerce data about their own consumers, such as transaction activity on their digital properties, giving us exposure to approximately $1 trillion in online sales o n a combined basis in 2025, representing approximately a third of the global retail ecommerce sales excluding China 2 , or $2.9 billion worth of transactions per day on average. Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or service levels, which do not rely on cross-site tracking technologies. The information we collect is anonymized and does not enable us to personally identify any individual consumer. Our high quality and scaled first-party data assets help fuel the accuracy of our algorithms, which improve with the increasing quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well as insights gained through our own extensive operational history. The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy. 6 We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us. Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to their shopping cart, or bought from them, and continuously receive updated information on over 5 billion products or services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us with their customers' purchase history data in formats that preserve privacy. We have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across retailers and brands, and their activity on media owners’ properties. We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All contributing parties benefit from the shared dataset through our platform, enhancing their advertising optimization. Transparency is upheld through clear and permission-based data sharing within our data pools, ensuring mutual benefits for all participants. We maintain high levels of data security and user privacy standards for the data we handle. Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their individual contribution, irrespective of size. Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also actively encourage our clients and media owner partners to provide transparent and clear information to consumers about our collection and use of data relating to the ads we deliver and monitor. AI at Scale AI is central to our ability to deliver measurable outcomes. It is also key to driving operational efficiency across our business. The Criteo AI Lab was established in 2018 and is pioneering AI innovation with engineers, researchers and data scientists who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies. The Criteo AI Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI, Information Retrieval and Privacy Preserving Machine Learning. The Criteo AI Engine is our proprietary AI infrastructure that leverages Criteo's data, with the goal of maximizing consumer engagement to drive impactful business outcomes for clients through the delivery of highly relevant and personalized ads in real time. A combination of diverse machine learning models, encompassing deep learning models, among which Generative AI models powering the Criteo AI Engine to optimize each and every touch point on the advertising journey, all the way from media planning to shopper conversion. Our Model Context Protocol ("MCP") server provides the infrastructure for agentic commerce, demonstrating the flexibility of our platform in new AI-driven workflows. MCP serves as a foundation for delivering product and shopper information to AI agents in a real-time, structured and controlled way. It ensures continuously updated data with accurate pricing and availability, optimized for inference precision, and accessible only to authorized partners under clearly defined terms. Our AI agents enable brands to generate audiences, set up and manage campaigns and surface insights instantly, reducing friction across data workflows from natural language. For example, our audience agent is a conversational tool to help marketers explore, build and refine audiences that match their campaign goals, budget, and ideal customer profiles. Our Commerce Foundation Model is a large deep learning multimodal model designed to enhance all our specialized AI models, including recommendation, bidding, keyword search and product categorization. Trained on Criteo’s extensive commerce data across products, user timelines and contexts, the model will generate holistic embeddings that improve prediction accuracy, training efficiency and scalability across use cases. This initiative positions Criteo at the forefront of commerce intelligence, enabling faster model iteration, reduced training costs and improved performance across solutions. 7 Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from our client product feeds. Dynamic Creative Optimization+ (DCO+) models optimize banners layout in real time, on a per impression, per user basis. Our patented DCO+ technology offers unlimited personalization, generates and scores trillions of different ad variations without the need to define ad sizes or layouts upfront, while always maintaining the consistency of our clients' brand image. We work to build the next generation of DCO by blending our proprietary models with Generative AI models in order to create exceptional advertising experiences for our clients’ consumers. Within our platform, Generative AI also powers automation of creative editing in Criteo GO, enhancing productivity and enabling greater creativity. Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a user’s engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the purchased product or service that our client generates from such purchase. Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which sponsored products to show on our Retail Media client search result pages, in response to a user’s search queries. As those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly, enabling them to take as input plain sentences or images. Those major modelling advances are anticipated to unlock a range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online conversational touchpoints (e.g., chatbots). Our robust infrastructure continued to advance in 2025, combining scale, efficiency, and innovation to power our growing AI-driven ecosystem. As of December 31, 2025, our 11 data centers operated 27,793 servers equipped with nearly 1 million CPU cores, more than 9 million GPU cores, and over 6.8 million GiB of memory. This evolution reflects a shift towards more powerful and efficient architectures, enabling us to deliver greater computational performance with fewer machines. This transformation strengthens our ability to support increasingly sophisticated AI models while maintaining a leaner and more sustainable infrastructure footprint. By investing in high -density GPU servers and next-generation hardware, we continue to expand the scale, speed, and capability of our platforms-ensuring our systems remain ready to power the next wave of AI innovation. Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via experimentation and A/B tests. For example, in 2025, w e performed about 2,449 online A/B tests and over 100,000 offline experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our prediction models by measuring the correlation of specific parameters with user engagement, usually measured by consumer visits, clicks and conversions, typically in the form of sales. Media Supply We provide our marketer clients with extensive real-time access to advertising placements through direct relationships with thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination of desktop web, mobile web, mobile in-app display, social, online video, CTV, and ad inventory on major retail ecommerce properties, including shoppable videos, standard banners, native and sponsored product formats. Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail environment. We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times. These measures include determining that each publisher's inventory meets our content requirements and those of our clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence, harassment or hate speech. 8 In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26 standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification Against Fraud and the Brand Safety Certification. Privacy-by-Design Approach We have long established and adopted Privacy-by-design as a central element of our technology and product design and development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and our marketer and media owner customers. Since 2013, we have had a designated Data Privacy Officer along with a team of privacy experts. These experts are part of our R&D and Product organizations and consider all facets of user privacy for the design of any new technology, solution or feature of the Commerce Intelligence Platform. They also perform ongoing Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks. Retail Media Our Retail Media value proposition is unique in the market today as we bring global scale, flexible technology, and deep connections to brand and agency demand. Our offering enables brands and agencies to reach valuable audiences on retailer sites through on-site sponsored, auction-based display and shoppable video ads, while extending those audiences off-site across the open internet with unified reporting and closed-loop measurement, including product-level sales attribution. We provide a common platform for brands, agencies and retailers to buy and sell retail media at scale, benefiting from network effects unique to our multi-retailer ecosystem. Unlike competitors supporting siloed retailer walled gardens, Criteo connects multiple retailers and brands within one interoperable platform, allowing both sides to access greater demand, inventory and budget opportunities. Our deep technical integrations with retailers make us an essential part of their digital monetization strategies, enabling preferred or exclusive inventory access for brands and agencies and delivering a superior shopping experience for consumers. Our Retail Media vision is driven by a powerful flywheel: as more retailers join the platform, they attract greater brand demand, which in turn brings additional retailers seeking access to that demand. Brands leverage retailers’ unique first- party data to reach high-intent audiences and drive measurable product sales, while gaining insights into shopper behavior and ad performance. This dynamic creates compounding value for all participants—boosting retailer revenue, improving ad effectiveness for brands and enhancing the overall shopper experience. Superior Insights and Measurement We believe we have superior capabilities for Commerce Insights and measurement. Our MRC-accredited technology provides our clients with the unique ability to measure against product sales at the product SKU level. For example, our commerce insights can bring together organic shopping data with paid media metrics for brands. Scaled Global Presence We do business in 110 countries a nd have a direct operating prese nce through 26 offices in 19 countries . W e have achieved this global presence by replicating and scaling our effective business model across all geographic markets. Large businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective across multiple geographies. We believe we can meet this demand by leveraging our scalable AI technology and global network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive trusted, impactful and measurable business results and commerce outcomes. Robust Financial Model Our profitable and cash-generative financial model enables us to invest in growth while maintaining strong profitability. We manage expenses with discipline and continue to expand operating leverage through the scaling of self-service solutions and ongoing process optimization. 9 Our Business & Growth Opportunities We have positioned the Company at the forefront of industry transformation, and our priority is to drive sustainable and profitable growth for our business. This involves investing in the fast-growing ecommerce space and broadening our value proposition to cover all marketing goals as part of our Commerce Intelligence Platform, driving measurable business outcomes to our marketer and media owner clients. We are further expanding our growing retailer client base, becoming a platform of choice for agencies and brands and reinforcing our performance advantage. Our partner ecosystem is a critical part of Criteo’s moat and the unique value we provide to clients. • Retail Media – We continue to unlock and broaden access to demand across our ecosystem. In 2025, Criteo became Google’s first onsite Retail Media partner, marking a significant milestone in expanding advertiser reach. We operate the world’s largest independent Retail Media API program, connecting with 14 leading buying partners and integrating with major order management systems. In addition, our partnership with Mirakl Ads extends our capabilities to third-party sellers and mid-to-long-tail advertisers, enabling them to participate efficiently in retail media and access new sources of demand beyond traditional sales and media channels. • Performance Media ▪ Shopify Integration Criteo has an integration with Shopify through a marketing application that enables eligible merchants to activate advertising campaigns using Criteo’s performance platform. This integration supports the Company’s small and medium-sized business acquisition efforts and provides access to a broader ecosystem of commerce merchants. ▪ Measurement Initiatives Criteo continues to advance its measurement capabilities to enhance transparency and performance insights for advertisers. These efforts include continued development of incrementality measurement solutions and evaluation of complementary third-party partners to help advertisers assess the impact of their media investments. ▪ Waymark Partnership Criteo has partnered with Waymark to provide AI-generated video ads for clients that do not have existing video assets. This partnership is intended to reduce creative production barriers and support broader adoption of video formats across Criteo’s client base, enabling cross-channel campaign expansion. • Resellers - Criteo operates through reseller partners in select markets across Latin America, Eastern Europe, Africa, Turkey, India, and Southeast Asia, extending the Company’s reach in regions where it does not have a direct presence. Partner-managed markets delivered solid performance in 2025, growing revenue approximately 14% year-over-year. Additionally, approximately 20% of eligible advertisers in reseller-managed markets have migrated to Criteo’s GO platform, reflecting early but meaningful adoption of the Company’s self-service technology. • 1P Data - We have nearly 40 data platform and customer engagement platform partnerships enabling the activation of first-party audiences across Performance Media and Retail Media. We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the potential to accelerate our strategy by enhancing, complementing or expanding our strategic capabilities, primarily through technology and broadening our commerce intelligence capabilities across all channels. Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial profile, strong brand and market position enable us to be an attractive acquirer. We plan to continue investing in business growth while improving productivity and efficiency through organizational simplification and operational excellence, all while maintaining strong profitability. These initiatives are designed to drive long-term, sustainable growth for Criteo. By increasing automation, scaling operations and leveraging advanced technology to streamline processes, we aim to strengthen execution and enhance overall efficiency. 10 Infras tructure Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of December 31, 2025, we manage our global infrastructure of servers through a global network of data centers. Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are delivered through one or more data centers that support each particular area. Within large areas, the data centers are strategically placed to be close to our clients, publishers and users. This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for time-constrained services such as Real-Time Bidding . In addition, we replicate data across multiple data centers in a given area to maximize availability and performance. We also generally seek to distribute workload across multiple locations to avoid overloads in our systems and increase reliability through redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint, including prioritizing resource efficiency and clean energy to operate sustainable data centers. As part of our growth strategy, some of our products rely on major public cloud providers . Performance, response time and reach are driving how we manage cloud capacity. We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and software-based access controls for our source code and production systems, segregated networks for different components of our production systems and centralized production systems management. Our Clients On the demand side for commerce media activation, our diversified client base consists of more than 3,500 established brands and agencies, and more than 12,500 performance marketer s, primarily in the retail, travel and marketplaces verticals, and including some of the largest and most sophisticated commerce companies in the world. Client retention has remained high, at approximately 90%, underscoring the resilience of our business model. On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 235 retailers, as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets. As of December 31, 2025, we had a total of approximately 17,000 clients . In 202 5, approximately 30% of our client relationships were held directly with the client and the remaining 70% with advertising agencies or other third-parties on the Performance Media side of the business, whereas approximately 33% of our Retail Media revenue comes from agencies. In 2025 and 2024, our largest client represented 5 % and 5% of our revenue, respectively, and our largest 10 clients represented 19% and 17% of our revenue in the aggregate, respectively. There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on Criteo. Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for large clients, and performance agencies and resellers for midmarket clients. Research and Development We invest substantial resources in research and development to maintain our leading position in AI innovation and agentic commerce. Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research and development centers in France, the U.S., Canada, Cyprus, Germany , Romania and Armenia . We expect to continue to expand our technological capabilities in the future and to invest significantly in continued research and development and new solutions. We had 1,181 employees primarily engaged in Research and Development and Product as of December 31, 2025. Research and development expenses, including expenses related to AI innovation and the Product group, totaled $283.3 million , $279.3 million and $242.3 million for 2025, 2024 and 2023, respectively. 11 Intellectual Property Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights. Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology. Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom. Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized parties may attempt to copy aspects of the Criteo Commerce Intelligence Platform or obtain and use information that we regard as proprietary. As of December 31, 2025, we held 33 patents issued by the U.S. Patent and Trademark Office and various foreign counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In addition, we have also registered numerous internet domain names. Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and other intellectual property rights. In particular, leading companies in the technology industry have extensive patent portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and associated expenses may be necessary to enforce our proprietary rights. 12 Privacy, Data Protection and Content Control Legal and Regulatory Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that could significantly restrict industry participants’ ability to collect, augment, analyze, use and share personal data, such as by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking technologies. In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may be subject to significant evolutions in the near future both at a federal and at a state level. In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020. The CCPA establishes a privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal information, establishing new data privacy rights for consumers in the State of California, creating a statutory damages framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements since January 1, 2020, when the CCPA became effective. In November 2020, the voters in California passed the California Privacy Rights Act ("CPRA"), which both amends and expands the scope of the CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses. In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California. At the same time, other states in the U.S. are quickly adopting state enacted privacy laws. We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business. In addition, the Criteo Commerce Intelligence Platform reaches users throughout the world, including in Europe, Australia, Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data than those in U.S. jurisdictions. In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets. Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum o f €20 million or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher . In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to modernize and align the EU’s data protection framework with other digital regulations. However, the timing, final content, and enforcement approach of these reforms remain uncertain. As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may affect how we conduct business. For additional information regarding the investigation into the Company's compliance with privacy laws in the U.S., Europe and elsewhere, please refer to Note 19 Commitments and contingencies, in our audited consolidated financial statements included elsewhere in this Form 10-K . 13 Self-Regulation In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to provide notice and choice to users regarding targeted advertising. In an effort to harmonize the industry’s approach to internet-based advertising, these programs facilitate a user's ability to disable services of integrated providers, but also educate users on the potential benefits of online advertising, including access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future. Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver, which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out of receiving targeted advertisements we deliver. We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information to consumers about our collection and use of data relating to the advertisements we deliver and monitor. Content Control and Brand Safety Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of internal and external brand safety measures to ensure that the brand equity of our clients is protected. These measures include our partnership with industry recognized and MRC-accredited services from DoubleVerify. To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic detected by our systems on their campaigns. We also leverage industry compliant blocklists from the Interactive Advertising Bureau, and Trustworthy Action Group ("TAG") to filter out known sources of IVT and we partner with industry recognized and MRC- accredited service Double Verify to supplement our pre-bid and post-bid detection and filtration capabilities of IVT. We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected group of companies that have been granted the Platinum Seal by TAG. Government Regulation Further to the laws and regulations governing privacy and data protection described above, we are subject to numerous domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations of existing laws and regulations) may also impact our business. The costs of compliance with these laws and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may subject us to significant liabilities and other penalties. Competition We compete in the commerce media market and in the broader market for digital marketing and media monetization, primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a result of potential new entrants in our market, including but not limited to large well-established internet publishers and players, in particular as we continue to expand the breadth of the Criteo Commerce Intelligence Platform. We currently compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play DSPs, such as The Trade Desk, pure play SSPs such as Magnite or PubMatic, and pure play retail SSPs such as Publicis' CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies such as Kevel or Koddi. Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc., Oracle Corporation 14 and Salesforce.com, Inc., or public and private companies specialized in the Marketing Technology space. In addition, web browsers, and desktop and mobile operating systems developed by large software companies like Google and Apple Inc. ("Apple") can have a significant influence and impact on the way we operate. Seasonality Our client base consists primarily of companies in the Retail, Travel and Marketplaces industries. In the digital Retail industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations become more pronounced, our operating cash flows could fluctuate materially from period to period. Employees and Human Capital Management We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven by our core values of “open, together and impactful”. As of December 31, 2025, we had 3,649 employees. Our employees employed by French entities (1,031 employees) are covered by a collective bargaining agreement and are represented by employees through a Social and Economic Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages, slowdowns or other serious labor problems that have materially impeded our business operations. Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention and employee engagement. Talent Acquisition & Development Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent. Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2025, approximately 18,000 training hours were delivered to our employees. To assess and improve employee retention and engagement, we periodically survey employees, and take action to address areas of employee concern. In 2025, we carried out 3 employee surveys , soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion. Culture As a global technology company, we believe that an inclusive culture is the cornerstone for driving creative collaboration and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of perspectives in the workforce. We are committed to building on our culture and collaborative work environment through how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and inclusive workplace are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups to encourage community, engagement and networking for all employees. Health, Safety and Wellness Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and support employees with their work life integration and believe that flexibility is an essential element to remain engaged, efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest potential. 15 Total Rewards We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with reference to external market comparisons, internal equity, and the relationship between management and non- management compensation. Our total compensation packages include base pay, performance-based incentives, long-term incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family leave, employee assistance and well-being programs among many others. Available Information Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual reference. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10- K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document. 16