Criteo S.A. 10-K

Item 9A . Controls and Procedures Evaluation of Disclosure Controls and Procedures Criteo carried out an evaluation as of December 31, 2025 , under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures are controls and other procedures designed to reasonably assure that information required to be disclosed in our reports filed or furnished under the Exchange Act, such as this Form 10-K, is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures are also designed to reasonably assure that this information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2025 , our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. 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, 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, 2025 . 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 There were no changes in our internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that occurred during the quarter ended December 31, 2025 , that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error and all fraud. 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 met. 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 control issues and instances of fraud, if any, within Criteo have been detected. These inherent limitations include the realities that judgments in decisions making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by 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. 84 Item 9B. Other Information During the three months ended December 31, 2025 , no directors or Section 16 officers of the Company adopted or terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections Not applicable. 85 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item (other than the information set forth in the next paragraph in this Item 10) will be included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. We have adopted a Code of Business Conduct and Ethics (the "Code of Conduct") that is applicable to all of our employees, officers (including our chief executive and senior financial officers), directors, temporary workers and interns. The Code of Conduct is available on our website at criteo.investorroom.com under "Governance." The Audit Committee of 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. Item 11. Executive Compensation The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information called for by this item will be included in our definitive proxy statement with respect to our 2026 Annual Meeting of Shareholders to be filed with the SEC, and is incorporated herein by reference. 86 PART IV Item 15. Exhibits and Financial Statement Schedules (a) Financial Statements The financial statements listed in the accompanying Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (b) Exhibits Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 2.1 Amended and Restated Framework Purchase Agreement, dated as of August 1, 2022, by and among the Company, Sellers, Mr. Ljubisa Bogunovic in his capacity as trustee of the “IW General Management Trust” and Mr. Boris Mouzykantskii 10-Q 001-36153 2.1 August 5, 2022 3.1 Updated By-laws (as of December 8, 2025) (English translation) 8-K 001-36153 3.1 December 8, 2025 4.1 Amended and Restated Deposit Agreement, dated as of December 28, 2021, among the Company, the Bank of New York Mellon, as depositary, and all owners and holders from time to time of American Depositary Shares issued thereunder 8-K 001-36153 4.1 December 29, 2021 4.2# Agreement to Furnish Debt Instruments 4.3 Description of Registrant's Securities 10-K 001-36153 4.3 March 2, 2020 10.1† 2014 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) S-8 333-197373 99.1 July 11, 2014 10.2† Amended 2016 Stock Option Plan (including forms of Stock Option Grant Agreement and Exercise Notice) (English Translation) S-8 333-288925 99.1 July 24, 2025 10.3† Summary of BSA Terms and Conditions 10-K 001-36153 10.7 February 29, 2016 10.4† Form of BSA Grant Document (English translation) 10-K 001-36153 10.9 March 1, 2017 10.5† Amended and Restated 2015 Time-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) S-8 333-288925 99.2 July 24, 2025 10.6† Amended and Restated 2015 Performance-Based Restricted Stock Units Plan (including form of Grant Letter) (English Translation) S-8 333-288925 99.3 July 24, 2025 10.7† Criteo Executive Bonus Plan 10-K 001-36153 10.15 February 29, 2016 10.8 Amendment and Restatement Agreement, dated as of March 29, 2017, by and among the registrant, as borrower, and BNP Paribas, Crédit Lyonnais (LCL), HSBC France, Natixis and Société Générale Corporate & Investment Banking 8-K 001-36153 4.1 March 30, 2017 10.9 Form of Offer to Directors, Officers or Specifically Designated Persons to Subscribe Liability Insurance and Provide Indemnification 10-K 001-36153 10.22 March 1, 2019 87 Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 10.10† Management Agreement between the registrant and Megan Clarken, dated October 2, 2019 8-K 001-36153 10.1 October 30, 2019 10.11† Amendment to Management Agreement between the registrant and Megan Clarken, dated November 22, 2019 10-K 001-36153 10.18 March 2, 2020 10.12 Multicurrency Revolving Facility Agreement, dated as of September 27, 2022, among the Company, certain of its subsidiaries, the lenders party thereto from time- to-time, BNP Paribas, Crédit Lyonnais (LCL), HSBC Continental Europe and Société Générale, as bookrunners and mandated lead arrangers, Bank of Montreal Europe PLC, Citibank N.A., London Branch and Crédit Industriel et Commercial (CIC), as mandated lead arrangers, BNP Paribas, as coordinator and documentation agent, Société Générale, as agent, and Société Générale and HSBC Continental Europe, as sustainability coordinators 8-K 001-36153 10.1 September 28, 2022 10.13 Amendment Agreement, dated as of November 17, 2023, between the Company, as borrower and guarantor, and Société Générale, as agent** 10-K 001-36153 10.21 February 23, 2024 10.14† Amended and Restated Executive Employment Agreement, between Criteo Corp. and Brian Gleason, effective as of July 1, 2024 10-Q 001-36153 10.1 October 30, 2024 10.15† Transition Agreement between Criteo Corp. and Megan Clarken, dated August 26, 2024 8-K 001-36153 10.1 August 26, 2024 10.16† Amended and Restated Executive Employment Agreement, between Criteo Corp. and Ryan Damon, effective as of November 1, 2024 10-K 001-36153 10.16 February 28, 2025 10.17† Amended and Restated Executive Employment Agreement, between Criteo Corp. and Sarah Glickman, effective as of November 1, 2024 10-K 001-36153 10.17 February 28, 2025 10.18† Management Agreement between Criteo Corp. and Michael Komasinski, effective as of February 15, 2025 8-K 001-36153 10.1 January 14, 2025 19.1 Criteo Insider Trading Policy 10-K 001-36153 19.1 February 28, 2025 21.1# List of Subsidiaries 23.1# Consent of Deloitte & Associés 24.1 Power of Attorney (including on the signature page to this report) 31.1# Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2# Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 97.1† Criteo S.A. Clawback Policy adopted October 26, 2023 10-K 001-36153 97.1 February 23, 2024 88 Incorporated by Reference Exhibit Description Schedul e/ Form File Number Exhibit File Date 101# The following financial statements from Criteo S.A.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 , formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Position, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements 104 Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101) † Indicates management contract or compensatory plan. # Filed herewith. * Furnished herewith. ** Schedules have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. Item 16. Form 10-K Summary Not applicable. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CRITEO S.A. February 26, 2026 By: /s/ Michael Komasinski Michael Komasinski Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof. 89 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated below. Signature Title Date /s/ Michael Komasinski Chief Executive Officer and Director (Principal Executive Officer) February 26, 2026 Michael Komasinski /s/ Sarah Glickman Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 26, 2026 Sarah Glickman /s/ Nathalie Balla Director February 26, 2026 Nathalie Balla /s/ Stefanie Jay Director February 26, 2026 Stefanie Jay /s/ Frederik van der Kooi Director February 26, 2026 Frederik van der Kooi /s/ Marie Lalleman Director February 26, 2026 Marie Lalleman /s/ Edmond Mesrobian Director February 26, 2026 Edmond Mesrobian /s/ Rachel Picard Director February 26, 2026 Rachel Picard /s/ Ernst Teunissen Director February 26, 2026 Ernst Teunissen 90 Index to Consolidated Financial Statements Page Reports of Deloitte & Associés, Independent Registered Public Accounting Firm (PCAOB ID No. 1756 ) F-2 Consolidated Statements of Financial Position as of December 31, 2025 and 2024 F-4 Consolidated Statements of Income for the Years Ended December 31, 2025 , 2024 and 2023 F-5 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025 , 2024 and 2023 F-6 Consolidated Statements of Changes in Shareholders' Equity for the Years Ended December 31, 2025 , 2024 and 2023 F-7 Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 , 2024 and 2023 F-8 Notes to the Consolidated Financial Statements F-9 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Criteo S.A. Opinion on the Financial Statements We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2025 and 2024 , the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2025 , and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which is relates. Revenue — Refer to Note 1 and 3 to the financial statements Critical Audit Matter Description 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. F-3 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 transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to process and record its revenue transactions. We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue 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 Our audit procedures related to the Company’s systems to process revenue transactions included the following, among others: • With the assistance of our IT specialists, we: – Identified the relevant applications and systems used to process revenue transactions and tested the general IT controls over these applications and systems, including testing of user access controls, change management and data conversion controls, and IT operations controls. – Performed testing of system interface controls and automated controls within the relevant revenue 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 Paris-La Défense, France February 26, 2026 We have served as the Company's auditor since 2011. F-4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of Criteo S.A. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the “Company”) as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025 , of the Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Associés Paris-La Défense, France February 26, 2026 F-4 Criteo S.A. and subsidiaries Consolidated Statements of Financial Position Year Ended December 31, Notes 2025 2024 Assets (in thousands) Current assets: Cash and cash equivalents 4 $ 342,038 $ 290,693 Trade receivables, net of allowances of $ 25.9 million and $ 28.6 million as of December 31, 2025 and December 31, 2024 , respectively. 5 582,102 800,859 Income taxes 17 14,233 1,550 Other taxes 57,050 53,883 Marketable securities - current portion 4 23,242 26,242 Prepaid expenses and other current assets 6 53,210 50,887 Total current assets 1,071,875 1,224,114 Property and equipment, net 7 139,330 107,222 Intangible assets, net 8 151,853 158,384 Goodwill 9 535,761 515,188 Right of use assets - operating leases 11 134,205 99,468 Marketable securities - noncurrent portion 4 23,500 15,584 Noncurrent financial assets 8,314 4,332 Deferred tax assets 17 90,689 81,006 Other noncurrent assets 6 45,680 61,151 Total noncurrent assets 1,129,332 1,042,335 Total assets $ 2,201,207 $ 2,266,449 Liabilities and shareholders' equity Current liabilities: Trade payables $ 566,046 $ 802,524 Contingencies - current portion 9,229 1,882 Income taxes 17 27,528 34,863 Financial liabilities - current portion 10 11,360 3,325 Lease liability - operating - current portion 11 33,085 25,812 Other taxes 14,713 19,148 Employee-related payables 114,416 109,227 Other current liabilities 12 68,277 49,819 Total current liabilities 844,654 1,046,600 Deferred tax liabilities 17 5,285 4,067 Defined benefit plans 13 5,707 4,709 Lease liability - operating - noncurrent portion 11 105,277 77,584 Contingencies - noncurrent portion 19 22,729 31,939 Other noncurrent liabilities 12 31,826 20,453 Total noncurrent liabilities 170,824 138,752 Total liabilities 1,015,478 1,185,352 Shareholders' equity: 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. 1,871 1,931 Treasury stock, 4,508,029 and 3,467,417 shares at cost as of December 31, 2025 and December 31, 2024 , respectively. ( 120,853 ) ( 125,298 ) Additional paid-in capital 706,321 709,580 Accumulated other comprehensive loss ( 68,879 ) ( 108,768 ) Retained earnings 630,750 571,744 Equity attributable to shareholders of Criteo S.A. 1,149,210 1,049,189 Noncontrolling interests 36,519 31,908 Total equity 1,185,729 1,081,097 Total equity and liabilities $ 2,201,207 $ 2,266,449 The accompanying notes form an integral part of these consolidated financial statements. F-5 Criteo S.A. and subsidiaries Consolidated Statements of Income Year Ended December 31, Notes 2025 2024 2023 (in thousands, except share and per share data) Revenue 20 $ 1,944,901 $ 1,933,289 $ 1,949,445 Cost of revenue Traffic acquisition costs 770,284 811,806 926,839 Other cost of revenue 125,237 138,512 159,562 Gross profit 1,049,380 982,971 863,044 Operating expenses: Research and development expenses 283,303 279,341 242,289 Sales and operations expenses 394,370 376,090 406,012 General and administrative expenses 168,942 176,138 137,525 Total operating expenses 846,615 831,569 785,826 Income from operations 202,765 151,402 77,218 Financial and other income (expense) 16 809 3,095 ( 2,490 ) Income before taxes 203,574 154,497 74,728 Provision for income taxes 17 54,195 39,784 20,084 Net income $ 149,379 $ 114,713 $ 54,644 Net income attributable to shareholders of Criteo S.A. $ 144,602 $ 111,571 $ 53,259 Net income attributable to noncontrolling interests $ 4,777 $ 3,142 $ 1,385 Weighted average shares outstanding used in computing per share amounts: Basic 18 52,934,526 54,817,136 56,170,658 Diluted 18 54,792,540 58,605,529 60,231,627 Net income attributable to shareholders per share: Basic 18 $ 2.73 $ 2.04 $ 0.95 Diluted 18 $ 2.64 $ 1.90 $ 0.88 The accompanying notes form an integral part of these consolidated financial statements. F-6 Criteo S.A. and subsidiaries Consolidated Statements of Comprehensive Income Year Ended December 31, 2025 2024 2023 (in thousands) Net income $ 149,379 $ 114,713 $ 54,644 Foreign currency translation differences, net of taxes 38,891 ( 26,701 ) 4,153 Actuarial gains (losses) on employee benefits, net of taxes 561 ( 187 ) 264 Other comprehensive income (loss) 39,452 ( 26,888 ) 4,417 Total comprehensive income 188,831 87,825 59,061 Attributable to shareholders of Criteo S.A. 184,470 88,126 59,874 Attributable to non-controlling interests $ 4,361 $ ( 301 ) $ ( 813 ) The accompanying notes form an integral part of these consolidated financial statements. F-7 Criteo S.A. and subsidiaries Consolidated Statements of Changes in Shareholders’ Equity Share capital Treasury stock Additional paid-in capital Accumulated other comprehensi ve (loss) income Retained earnings Equity - attributable to shareholders of Criteo S.A. Noncontrollin g interests Total equity (in thousands, except share data) (Common shares) (Shares) Balance at January 1, 2023 63,248,728 $ 2,079 ( 5,985,104 ) $ ( 174,293 ) $ 734,492 $ ( 91,890 ) $ 577,653 $ 1,048,041 $ 33,065 $ 1,081,106 Net income — — — — — — 53,259 53,259 1,385 54,644 Other comprehensive income (loss) — — — — — 6,616 — 6,616 ( 2,199 ) 4,417 Issuance of ordinary shares 101,935 3 — — 1,945 — — 1,948 — 1,948 Change in treasury stock (1) ( 2,185,000 ) ( 59 ) 584,532 12,505 ( 62,429 ) — ( 75,506 ) ( 125,489 ) — ( 125,489 ) Shared-based compensation — — — — 95,236 — — 95,236 27 95,263 Other changes in equity — — — — ( 4 ) ( 52 ) 50 ( 6 ) ( 492 ) ( 498 ) Balance at December 31, 2023 61,165,663 $ 2,023 ( 5,400,572 ) $ ( 161,788 ) $ 769,240 $ ( 85,326 ) $ 555,456 $ 1,079,605 $ 31,786 $ 1,111,391 Net income — — — — — — 111,571 111,571 3,142 114,713 Other comprehensive income (loss) — — — — — ( 23,446 ) — ( 23,446 ) ( 3,442 ) ( 26,888 ) Issuance of ordinary shares 169,176 4 — — 4,546 — — 4,550 — 4,550 Change in treasury stock (2) ( 3,590,000 ) ( 96 ) 1,933,155 36,490 ( 168,781 ) — ( 92,211 ) ( 224,598 ) — ( 224,598 ) Shared-based compensation — — — — 104,575 — — 104,575 216 104,791 Other changes in equity — — — — — 4 ( 3,072 ) ( 3,068 ) 206 ( 2,862 ) Balance at December 31, 2024 57,744,839 $ 1,931 ( 3,467,417 ) $ ( 125,298 ) $ 709,580 $ ( 108,768 ) $ 571,744 $ 1,049,189 $ 31,908 $ 1,081,097 Net income — — — — — — 144,602 144,602 4,777 149,379 Other comprehensive income (loss) — — — — — 39,867 — 39,867 ( 415 ) 39,452 Issuance of ordinary shares 110,056 2 — — 1,895 — — 1,897 — 1,897 Change in treasury stock (3) ( 2,195,000 ) ( 62 ) ( 1,040,612 ) 4,445 ( 69,258 ) — ( 84,784 ) ( 149,659 ) — ( 149,659 ) Shared-based compensation — — — — 64,104 — — 64,104 246 64,350 Other changes in equity — — — — — 22 ( 812 ) ( 790 ) 3 ( 787 ) Balance at December 31, 2025 55,659,895 $ 1,871 ( 4,508,029 ) $ ( 120,853 ) $ 706,321 $ ( 68,879 ) $ 630,750 $ 1,149,210 $ 36,519 $ 1,185,729 (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. The change in treasury stocks is comprised of 4,286,624 shares repurchased at an average price of $ 30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled. (2) On February 1, 2024, Criteo's Board of Directors authorized an extension of the share repurchase program to up to $ 630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is 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. F-8 Criteo S.A. and subsidiaries Consolidated Statements of Cash Flows Year Ended December 31, 2025 2024 2023 (in thousands) Cash flows from operating activities Net income $ 149,379 $ 114,713 $ 54,644 Noncash and nonoperating items 175,203 192,118 103,369 – Amortization and provisions 129,446 87,754 72,336 – Payment for contingent liability on regulatory matters — — ( 43,334 ) – Equity awards compensation expense 57,848 102,617 97,185 – Gain (loss) on disposal of and impairment of long-lived assets 1,728 7,418 ( 7,929 ) – Change in uncertain tax positions 10,359 1,757 ( 880 ) – Net change in fair value of earn-out — 1,007 2,344 – Change in deferred taxes ( 7,533 ) ( 26,040 ) ( 23,588 ) – Change in income taxes ( 21,992 ) 19,389 4,424 – Other 5,347 ( 1,784 ) 2,811 Changes in assets and liabilities: ( 13,345 ) ( 48,670 ) 66,233 – Trade receivables 245,977 ( 28,516 ) ( 56,344 ) – Trade payables ( 265,395 ) ( 17,160 ) 87,937 – Other current assets 13,665 10,142 ( 5,616 ) – Other current liabilities ( 7,505 ) ( 11,314 ) 40,952 – Change in operating lease liabilities and right of use assets ( 87 ) ( 1,822 ) ( 696 ) Net cash provided by operating activities 311,237 258,161 224,246 Cash flows from investing activities Acquisition of intangibles assets, property and equipment ( 102,739 ) ( 78,112 ) ( 116,115 ) Disposal of intangibles assets, property and equipment 2,013 1,476 1,804 Proceeds from disposal of investments — — 8,847 Payment for businesses, net of cash acquired — ( 527 ) ( 6,825 ) Purchases of investment securities ( 28,436 ) ( 26,688 ) ( 22,471 ) Maturities and sales of investment securities 28,029 5,950 26,048 Net cash used in investing activities ( 101,133 ) ( 97,901 ) ( 108,712 ) Cash flows from financing activities Proceeds from exercise of stock options 1,897 4,550 1,945 Repurchase of treasury stocks ( 152,064 ) ( 224,595 ) ( 125,489 ) Cash payment for contingent consideration — ( 51,983 ) ( 22,025 ) Change in other financing activities ( 1,309 ) 1,529 ( 1,685 ) Net cash used in financing activities ( 151,476 ) ( 270,499 ) ( 147,254 ) Effect of exchange rates changes on cash and cash equivalents ( 7,212 ) ( 10,159 ) ( 5,139 ) Net increase (decrease) in cash and cash equivalents and restricted cash 51,416 ( 120,398 ) ( 36,859 ) Net cash and cash equivalents and restricted cash at the beginning of the period 290,943 411,341 448,200 Net cash and cash equivalents and restricted cash at the end of the period $ 342,359 $ 290,943 $ 411,341 Supplemental cash flow information Cash paid for taxes, net of refunds $ ( 64,930 ) $ ( 40,705 ) $ ( 40,127 ) Cash paid for interest $ ( 1,584 ) $ ( 1,360 ) $ ( 1,539 ) Noncash investing and financing activities: Intangible assets, property and equipment acquired through payables $ 18,126 $ 1,758 $ 3,346 The accompanying notes form an integral part of these consolidated financial statements. F-9 Notes to the Consolidated Financial Statements 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. 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. We 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 platform, which includes a suite of products: • that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns • that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time • that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper personalization and budget efficiency. In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as "Criteo," the "Company," the "Group," or "we". F-10 Note 1. Principles and Accounting Methods Basis of Presentation We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries where we have controlling financial interests. 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 information: the country of incorporation and the percentage of voting rights and ownership interests. 2025 2024 Country Voting rights Ownership Interest Voting rights Ownership Interest Consolidation Method Parent company Criteo S.A France 100 % 100 % 100 % 100 % Parent company French subsidiaries Criteo France SAS France 100 % 100 % 100 % 100 % Fully consolidated Criteo Technology SAS France 100 % 100 % 100 % 100 % Fully consolidated Foreign subsidiaries Criteo Holdings, Inc. (1) United States 100 % 100 % — % — % Fully consolidated Criteo Ltd United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Criteo Corp. United States 100 % 100 % 100 % 100 % Fully consolidated Doobe In Site Ltd. Israel 100 % 100 % 100 % 100 % Fully consolidated Criteo GmbH Germany 100 % 100 % 100 % 100 % Fully consolidated Criteo Nordics AB Sweden 100 % 100 % 100 % 100 % Fully consolidated Criteo Korea Ltd. Korea 100 % 100 % 100 % 100 % Fully consolidated Criteo KK Japan 66 % 66 % 66 % 66 % Fully consolidated Criteo do Brasil Desenvolvimento De Serviços De Internet Ltda. Brazil 100 % 100 % 100 % 100 % Fully consolidated Criteo BV The Netherlands 100 % 100 % 100 % 100 % Fully consolidated Criteo Australia Pty Ltd Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Srl Italy 100 % 100 % 100 % 100 % Fully consolidated Criteo Advertising (Beijing) Co. Ltd China 100 % 100 % 100 % 100 % Fully consolidated Brandcrush Pty Ltd (2) Australia 100 % 100 % 100 % 100 % Fully consolidated Criteo Singapore Pte. Ltd. Singapore 100 % 100 % 100 % 100 % Fully consolidated Criteo LLC Russia 100 % 100 % 100 % 100 % Fully consolidated Criteo Europa MM S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo España S.L. Spain 100 % 100 % 100 % 100 % Fully consolidated Criteo Canada Corp. Canada 100 % 100 % 100 % 100 % Fully consolidated Criteo Reklamcılık Hizmetleri ve Ticaret Anonim Şirketi Turkey 100 % 100 % 100 % 100 % Fully consolidated Criteo MEA FZ-LLC United Arab Emirates 100 % 100 % 100 % 100 % Fully consolidated Criteo India Private Limited India 100 % 100 % 100 % 100 % Fully consolidated Bidswitch GmbH (2) Switzerland 100 % 100 % 100 % 100 % Fully consolidated Bidswitch Inc. United States 100 % 100 % 100 % 100 % Fully consolidated Iponweb GmbH (2) Switzerland 100 % 100 % 100 % 100 % Fully consolidated Iponweb Limited United Kingdom 100 % 100 % 100 % 100 % Fully consolidated Iponweb Labs Limited Cyprus 100 % 100 % 100 % 100 % Fully consolidated The MediaGrid Inc. United States 100 % 100 % 100 % 100 % Fully consolidated Iponweb Labs LLC Armenia 100 % 100 % 100 % 100 % Fully consolidated Criteo Technology SRL Romania 100 % 100 % 100 % 100 % Fully consolidated (1) Criteo Holdings Inc. includes a French Branch (2) Liquidated during the twelve months ended December 31, 2025 F-11 Functional Currency and Translation of Financial Statements in Foreign Currency The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of the Parent, the Eur o. The statements of financial position of consolidated entities having a functional currency different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at 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 year-to-date exchange rate. The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity. Conversion of Foreign Currency Transactions Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of 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 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 The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to 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 amounts of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results could differ from these estimates. On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses. Operating Segments We report our financial results based on two reportable segments: Retail Media and Performance Media. The reported segment information is based on internal management data used for business performance analysis and resource allocation, following the management approach. An operating segment is a component of the Company for which separate financial information is available that is evaluated regularly by our Chief Operating Decision Maker ("CODM") in deciding how to allocate resources and assessing performance. Refer to Note 3 Segment information for further discussion. Business combinations We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. Internally Developed Software and Software as a Service 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. F-12 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. The 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 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. 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 and Networking equipment ............................................................................................... ... 6 years Furniture and IT equipments............................................................................................................... 3 to 5 years 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 . This 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 an asset is deemed to be impaired, an impairment loss is recorded to write the asset down to its estimated fair value. Fair value is estimated based on discounted future cash flows. Goodwill and Acquired Intangible Assets Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and intangible assets acquired. 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. The 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 loss. 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 method . 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. F-13 Leases The Company leases space under noncancellable operating leases for offices and data centers. Office leases typically include rent free periods and rent escalation periods, and may also include leasehold improvement incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical costs, and other service charges). Non-lease components are accounted for separately. Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the lease term if management has determined it is reasonably certain that they will be exercised, at lease commencement. Operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses its incremental borrowing rate at lease commencement to determine the present value of future payments. It is then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement date. Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable costs include changes in indexation and are expensed in the period incurred. Accounts Receivable The Company carries its accounts receivable at original invoiced amount less an allowance for any potential uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we are required to make to advertising inventory publishers. 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 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 Consolidated Statements of Income. The Company generally does not require any security or collateral to support its receivables. Derivative financial instruments The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may only be classified as hedges when we can demonstrate and document the effectiveness of the hedging relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging 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 financial income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. 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 techniques based on observable market data. Fair value measurements Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. To determine the fair value measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which prioritizes the inputs used to measure fair value into three levels: F-14 • Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities • Level 2: fair value calculated using valuation techniques based on observable market data such as prices of similar assets and liabilities or parameters quoted in an active market • Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs such as prices in an active market or a valuation based on multiples for unlisted companies. 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 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 assessments. 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 Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash, cash equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial institutions that the Company's management has assessed to be of high credit quality. The Company has not experienced any losses in such accounts. The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and monitoring ag encies' and advertisers' accounts receivable balances. During the years ended December 31, 2025 , 2024 and 2023 , no individual customer represented 10% or more of revenue . Employee Benefits 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 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: • discount rate; • future salary increases; • employee turnover; and • mortality tables. Service costs are recognized in profit or loss and are allocated by function. Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the income statement over a specified period, which is generally the expected average remaining service period of the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial assumptions or experience adjustments (differences between the previous actuarial assumptions and what has actually occurred). F-15 Contingencies We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the associated developments on a regular basis and accrue a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the possible loss in the accompanying notes to the consolidated financial statements to the extent material. We review the developments in our contingencies that could affect the amount of the provisions that have been previously recorded, and the matters and related reasonably possible losses disclosed. Revenue Recognition We sell personalized digital display advertisements featuring product-level recommendations either directly to clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech industry which enables them to monetize on their advertising properties, or connect them to other players in the ad-tech industry. 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; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; • Recognition of revenue when, or as, we satisfy a performance obligations. 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 customers when a user clicks on an advertisement or an advertisement is displayed to a user. 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 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. F-16 In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In our Retail Media segment we act primarily as agent. Rebates and Incentives Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives may represent payments to a customer directly related to entering into an agreement, which are capitalized and amortized over the expected life of the agreement on a straight-line basis. 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 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 We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. 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 Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred to generate our revenues, primarily for the Performance Media segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables. Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does not build or operate its own data centers and none of its Research and Development employments are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue. Operating Expenses The Company categorizes its operating expenses into three functional categories: research and development, sales and operations, and general and administrative expenses. Research and development expenses consist primarily of headcount-related expenses for our employees 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. As of 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. F-17 Sales and operations expenses consist primarily of headcount-related expenses for our employees working in 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 overhead. General and administrative expenses consist primarily of headcount-related expenses, including salaries, bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative, legal, information technology, human resources, facilities and finance teams. Additional expenses included in this 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 sales and operations expense s on the consolidated statements of income. 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 Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance stock units (PSUs) expense and Lock-Up Shares "LUS" expense. RSUs and PSUs granted to employees are measured based on the grant-date fair value. The PSUs expense is updated to reflect the Company’s expectation of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs 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 they occur. Financial and Other Income (Expense) Financial and other income (expense) consists of investment gains and losses, foreign currency exchange differences, and interest income and expenses. Income Taxes 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 future. 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. Amounts recognized in the Consolidated Financial Statements are calculated at the level of each tax-paying entity included in the consolidation scope. 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. F-18 Uncertain Tax Positions 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 (“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. Diluted 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 Certain prior period amounts have been reclassified to conform to the current period presentation. In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. 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 In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the CODM. The adoption of this ASU did not have a material impact on our consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. T he adoption of this ASU was applied on a prospective basis and did not have a material impact on our consolidated financial statements. See 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— Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses. This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements. 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. F-19 Note 2. 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 objectives. 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 December 31, 2024 $ 313 Restructuring charge 3,043 Amounts paid ( 313 ) Restructuring liability as of December 31, 2025 $ 3,043 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"). The 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"). The Company 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 . Note 3. Segment information The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. Beginning in the first quarter of 2024, the Company reports its results of operations through the following two segments: Retail Media and Performance Media. – Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services. – Performance Media: This segment 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. F-20 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, 2025 2024 2023 (in thousands) Retail Media $ 263,872 $ 258,303 $ 209,007 Performance Media 1,681,029 1,674,986 1,740,438 Total Revenue $ 1,944,901 $ 1,933,289 $ 1,949,445 The following table shows TAC by reportable segment: Year Ended December 31, 2025 2024 2023 (in thousands) Retail Media $ 4,188 $ 4,457 $ 5,547 Performance Media 766,096 807,349 921,292 Total Traffic Acquisition Cost $ 770,284 $ 811,806 $ 926,839 The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation: Year Ended December 31, 2025 2024 2023 (in thousands) Contribution ex-TAC Retail Media $ 259,684 $ 253,846 $ 203,460 Performance Media 914,933 867,637 819,146 $ 1,174,617 $ 1,121,483 $ 1,022,606 Other costs of revenue 125,237 138,512 159,562 Gross profit $ 1,049,380 $ 982,971 $ 863,044 Operating expenses Research and development expenses 283,303 279,341 242,289 Sales and operations expenses 394,370 376,090 406,012 General and administrative expenses 168,942 176,138 137,525 Total operating expenses $ 846,615 $ 831,569 $ 785,826 Income from operations $ 202,765 $ 151,402 $ 77,218 Financial and other income (expense) 809 3,095 ( 2,490 ) Income before tax $ 203,574 $ 154,497 $ 74,728 Note 4. Financial instruments F-21 Fair value measurements The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of input within the fair value hierarchy : Year Ended December 31, 2025 2024 Cash and Cash Equivalents (in thousands) Level 1 Cash $ 160,252 $ 251,452 Money market funds 89,157 12,479 Level 2 Commercial paper $ 35,139 $ 5,150 Term deposits 41,614 20,157 Structured debt securities 15,876 1,455 Total $ 342,038 $ 290,693 Investment Securities The following table presents for each reporting period, the breakdown of investment securities held at cost basis: Year Ended December 31, 2025 2024 (in thousands) Securities Held-to-maturity Commercial paper $ 17,366 $ 15,584 Structured debt securities 17,625 26,242 Corporate debt securities 11,750 — Total $ 46,742 $ 41,826 The gross unrealized gains or (loss) on our investment securities were not material as of December 31, 2025 , 2024 and 2023 . 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 held-to-maturity securities by contractual maturities: Held-to-maturity December 31, 2025 (in thousands) Due in one year $ 23,242 Due in one to five years 23,500 Total $ 46,742 Our investments in nonmarketable equity securities were not material for the year ended December 31, 2025. F-22 Note 5. Trade Receivables The following table shows the breakdown in trade receivables net book value for the presented periods: Year Ended December 31, 2025 2024 (in thousands) Trade accounts receivables $ 607,983 $ 829,462 (Less) Allowance for doubtful accounts ( 25,881 ) ( 28,603 ) Net carrying value at end of period $ 582,102 $ 800,859 Changes in allowance for doubtful accounts are summarized below: Year Ended December 31, 2025 2024 2023 (in thousands) Balance at beginning of period $ ( 28,603 ) $ ( 43,348 ) $ ( 47,792 ) Provision for doubtful accounts ( 11,524 ) ( 12,910 ) ( 15,709 ) Write-offs, net of recoveries 15,553 26,695 21,027 Currency translation adjustment ( 1,307 ) 960 ( 874 ) Balance at end of period $ ( 25,881 ) $ ( 28,603 ) $ ( 43,348 ) Accounts receivable balances are written-off once the receivables are no longer deemed collectible. 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. Note 6. Other Current and Noncurrent Assets The following table presents the components of prepaid expenses and other current assets, net, for the periods presented: Year Ended December 31, 2025 2024 (in thousands) Prepayments to suppliers $ 39,294 $ 40,579 Other current assets 13,916 10,308 Total $ 53,210 $ 50,887 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. As of December 31, 2025 and 2024, the gross capitalized costs were $ 25.6 million and $ 18.7 million , respectively. For the years ended December 31, 2025, 2024 and 2023 amortization expense was $ 9.5 million , $ 7.6 million and $ 5.3 million respectively. F-23 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. Note 7. Property and Equipment, Net Major classes of property and equipment were as follows: Year Ended December 31, 2025 2024 (in thousands) Computer equipment $ 310,362 $ 282,703 Furniture and fixtures 6,686 5,419 Construction in progress (1) 11,901 876 Leasehold improvements 24,492 20,728 Gross book value at end of period 353,441 309,726 Less: Accumulated depreciation ( 214,111 ) ( 202,504 ) Net book value at end of period $ 139,330 $ 107,222 (1) Includes leasehold improvements projects which are not yet ready for the intended use. Depreciation expense for 2025 , 2024 and 2023 was $ 33.3 million , $ 41.1 million and $ 51.4 million , respectively. Note 8. Intangible assets The table shows the breakdown and changes in carrying value of intangible assets: December 31, 2025 December 31, 2024 Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Gross Carrying Amount Accumulated Amortization Impairment Net Carrying Amount Internally developed software $ 217,629 $ ( 143,990 ) $ — $ 73,639 $ 125,831 $ ( 81,034 ) $ ( 1,047 ) $ 43,750 Internally developed software in progress 57,665 — ( 2,462 ) 55,203 62,923 — ( 1,899 ) 61,024 Acquired technology 166,019 ( 150,226 ) — 15,793 150,199 ( 106,914 ) ( 2,742 ) 40,543 Acquired customer relationships 102,269 ( 95,051 ) — 7,218 97,802 ( 84,735 ) — 13,067 Total intangible assets $ 543,582 $ ( 389,267 ) $ ( 2,462 ) $ 151,853 $ 436,755 $ ( 272,683 ) $ ( 5,688 ) $ 158,384 F-24 Additions to Intangible Assets are comprised of internally developed software technology for the years ended December 31, 2025 and 2024 . 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. No 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 follows: Software Technology and customer relationships Total 2026 $ 49,158 $ 15,205 $ 64,363 2027 44,697 1,415 46,112 2028 25,786 1,415 27,201 2029 9,201 1,415 10,616 2030 — 1,415 1,415 Thereafter — 2,146 2,146 Total $ 128,842 $ 23,011 $ 151,853 F-25 Note 9. Goodwill 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: Retail Media Performance Media Total (in thousands) Balance at January 1, 2024 $ 149,679 $ 374,518 $ 524,197 Currency translation adjustment ( 4,718 ) ( 4,291 ) ( 9,009 ) Balance at December 31, 2024 $ 144,961 $ 370,227 $ 515,188 Currency translation adjustment 6,867 13,706 20,573 Balance at December 31, 2025 $ 151,828 $ 383,933 $ 535,761 Note 10. Financial Liabilities We are party to several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of December 31, 2025 and 2024 are presented in the table below: Nominal/ Authorized amounts Amount Outstanding as of December 31, 2025 Amount Outstanding as of December 31, 2024 Nature (in thousands) Interest rate Maturity date Bank Syndicate RCF - September 2022 € 407,000 € 407,000 € 407,000 Floating rate: EURIBOR / SOFR + margin depending on leverage ratio September 2027 Other short-term lines of credit € 21,500 € 21,500 € 21,500 EURIBOR 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. We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an authorization to draw up to a maximum of € 21.5 million ( $ 25.3 million ) in the aggregate under the short-term credit lines and overdraft facilities. As of December 31, 2025 , and 2024 we had not drawn on any of these facilities. Any loans or overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate such facilities on short notice. The Compan y also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange rate fluctuations. The following table shows the maturity of our financial liabilities: Carrying value 2026 2027 2028 2029 2030 (in thousands) Financial derivatives $ 11,360 $ 11,360 $ — $ — $ — $ — Total Financial liabilities $ 11,360 $ 11,360 $ — $ — $ — $ — F-26 Note 11. Leases The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with lease periods expiring between 2026 and 2036 . The components of lease expense are as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Lease expense $ 35,745 $ 39,361 $ 36,637 Short term lease expense 477 950 678 Variable lease expense 1,674 1,697 877 Sublease income ( 995 ) ( 1,398 ) ( 921 ) Total operating lease expense $ 36,901 $ 40,610 $ 37,271 As of December 31, 2025 , future minimum lease payments are as follows: Total (in thousands) 2026 $ 38,704 2027 38,016 2028 32,317 2029 21,552 2030 11,004 Thereafter 9,795 Total minimum lease payments 151,388 Impact of Discount Rate ( 13,026 ) Total Lease Liability $ 138,362 The weighted average remaining lease term and discount rates as of December 31, 2025 and 2024 are as follows: Year Ended December 31, 2025 2024 Weighted average remaining lease term (years) 4.4 5.0 Weighted average discount rate 2.4 % 2.7 % Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2025 , 2024 and 2023 : Year Ended December 31, 2025 2024 2023 (in thousands) Cash paid for amounts included in the measurement of lease liabilities : Operating cash flows for operating leases $ ( 33,669 ) $ ( 39,342 ) $ ( 38,059 ) Lease liabilities arising from obtaining right-of-use assets $ 58,008 $ 28,899 $ 28,696 As of December 31, 2025 , we have additional operating leases, that have not yet commenced which will result in additional operating lease liabilities and right of use assets: F-27 Total (in thousands) Additional operating lease liabilities $ 25,773 Additional right of use assets $ 25,773 These operating leases will commence during the fiscal year ending December 31, 2026 . Note 12. Other Current and Noncurrent Liabilities Other current liabilities are presented in the following table: Year Ended December 31, 2025 2024 (in thousands) Rebates $ 36,844 $ 31,989 Customer prepayments and deferred revenue 8,420 9,636 Accounts payable relating to capital expenditures 18,126 1,758 Other creditors 4,888 6,436 Total $ 68,277 $ 49,819 Accounts payable relating to capital expenditures are primarily related to the purchase of datacenter equipment. Other noncurrent liabilities are presented in the following table: Year Ended December 31, 2025 2024 (in thousands) Uncertain tax positions $ 28,675 $ 18,884 Other 3,151 1,569 Total $ 31,826 $ 20,453 Refer to Note 17 Income Taxes for more information on the uncertain tax positions. Note 13. Employee Benefits Defined Benefit Postretirement Plans 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 projected benefit obligation: F-28 Year Ended December 31, 2025 2024 2023 (in thousands) Accumulated postretirement benefit obligation - beginning of period $ 4,709 $ 4,123 $ 3,708 Service cost 785 687 707 Interest cost 200 158 161 Curtailment — ( 192 ) ( 306 ) Actuarial losses (gains) ( 622 ) 216 ( 290 ) Currency translation adjustment 635 ( 283 ) 143 Accumulated postretirement benefit obligation - end of period $ 5,707 $ 4,709 $ 4,123 The Company does not hold any plan assets for any of the periods presented. The main assumptions used for the purposes of the actuarial valuations are listed below: Year Ended December 31, 2025 2024 2023 Discount rate (Corp AA) 4.5 % 3.9 % 3.9 % Expected rate of salary increase 7.0 % 7.0 % 7.0 % Expected rate of social charges 50.0 % 49.0 % 48.0 % Expected staff turnover Company age- based table Company age- based table Company age- based table Estimated retirement age 65 years old 65 years old Progressive table Life table TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted TH-TF 2000-2002 shifted Defined Contribution Plans The Company also provides qualified defined contribution plans primarily in France, the United States, and the United Kingdom. The most significant of these plans is the 401(k) Plan, which covers eligible U.S. employees. 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, 2025 2024 2023 (in thousands) Defined contributions plan expenses $ ( 20,067 ) $ ( 19,062 ) $ ( 18,342 ) F-29 Note 14. Common shares and Treasury stock Change in Number of Shares Number of ordinary shares Balance at January 1, 2024 55,765,091 of which Common shares 61,165,663 of which Treasury stock ( 5,400,572 ) Issuance of shares under share option and free share plans (1) ( 3,420,824 ) Treasury Shares Issued for RSU Vesting 2,366,158 Treasury Shares Issued for LUS Vesting 1,953,761 Treasury Shares Retired (1) 3,590,000 Share repurchase program ( 5,976,764 ) Balance at December 31, 2024 54,277,422 of which Common shares 57,744,839 of which Treasury stock ( 3,467,417 ) Issuance of shares under share option and free share plans (2) ( 2,084,944 ) Treasury Shares Issued for RSU Vesting 2,157,390 Treasury Shares Issued for LUS Vesting — Treasury Shares Retired (2) 2,195,000 Share repurchase program ( 5,393,002 ) Balance at December 31, 2025 51,151,866 of which Common shares 55,659,895 of which Treasury stock ( 4,508,029 ) (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 Note 15. Share-Based Compensation Equity awards Compensation Expense Equity awards compensation expense recorded in the consolidated statements of operations was as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Research and Development $ ( 21,697 ) $ ( 54,027 ) $ ( 54,794 ) Sales and Operations ( 19,404 ) ( 21,457 ) ( 20,011 ) General and Administrative ( 17,467 ) ( 27,133 ) ( 22,380 ) Total equity awards compensation expense (1) ( 58,568 ) ( 102,617 ) ( 97,185 ) Tax benefit from equity awards compensation expense 6,886 10,086 7,864 Total equity awards compensation expense, net of tax effect $ ( 51,682 ) $ ( 92,531 ) $ ( 89,321 ) (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. F-30 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: Year Ended December 31, 2025 2024 2023 (in thousands) Restricted stock units and Performance stock units $ ( 58,568 ) $ ( 66,736 ) $ ( 61,949 ) Lock-up shares — ( 34,013 ) ( 33,224 ) Nonemployee warrants — ( 1,822 ) ( 1,922 ) Stock options — ( 46 ) ( 90 ) Total equity awards compensation expense (1) ( 58,568 ) ( 102,617 ) ( 97,185 ) Tax benefit from equity awards compensation expense 6,886 10,086 7,864 Total equity awards compensation expense, net of tax effect $ ( 51,682 ) $ ( 92,531 ) $ ( 89,321 ) (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, 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. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant. Shares (RSU) Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2024 4,422,434 $ 34.45 Granted 2,465,484 29.14 Vested ( 1,831,852 ) 30.54 Forfeited ( 537,369 ) 34.10 Outstanding as of December 31, 2025 4,518,697 $ 33.15 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 . F-31 Performance Stock Units Performance stock units (PSUs) are subject to either internal financial performance conditions or external market conditions. 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 . The 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: Shares (PSU) Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2024 836,008 $ 33.47 Granted 217,239 28.27 Performance share adjustment ( 38,264 ) — Vested ( 322,701 ) 33.48 Forfeited ( 250,143 ) 34.67 Outstanding as of December 31, 2025 442,139 $ 31.89 As of December 31, 2025 , the Company had unrecognized stock-based compensation related to performance stock units of approximately $ 3.9 million , which is expected to be recognized over a weighted-average period of 2.6 years . TSR PSUs 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 434,478 . 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: Expected volatility of the Company 40.33 % Expected volatility of the benchmark 77.41 % Risk-free rate 3.95 % Expected dividend yield — % The number of shares granted, vested and outstanding subject to market conditions is as follows: F-32 Shares (TSR) Weighted- Average Grant Date Fair Value Per Share Outstanding as of December 31, 2024 259,138 $ 51.28 Granted 217,239 57.03 Vested — — Forfeited ( 162,994 ) 52.91 Outstanding as of December 31, 2025 313,383 $ 54.41 As of December 31, 2025 , the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $ 11.5 million , which is expected to be recognized over a weighted-average period of 1.8 years . 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 Nonemployee warrants generally vest over four years , subject to the holder’s continued service through the vesting date. F-33 Shares Weighted- Average Grant Date Fair Value Per Share Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2024 159,897 $ 18.31 3.6 $ 3,528.7 Granted — Exercised — Cancelled — Expired — Outstanding - December 31, 2025 159,897 $ 18.31 2.6 $ 1,300.0 Vested and exercisable - December 31, 2025 159,897 The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. 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 Number of Shares Underlying Outstanding Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (in thousands) Outstanding - December 31, 2024 218,681 $ 20.49 4.5 $ 4,340.6 Options granted — Options exercised ( 111,156 ) Options forfeited ( 1,100 ) Options canceled — Options expired ( 19,710 ) Outstanding - December 31, 2025 86,715 $ 17.35 4.0 $ 276.0 Vested and exercisable - December 31, 2025 86,715 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. F-34 Note 16. Financial and Other Income and Expenses The condensed consolidated statements of income line item “Financial and Other Income (Expense)” can be broken down as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Financial income from cash equivalents $ 5,658 $ 10,068 $ 4,678 Interest and fees ( 2,461 ) ( 1,824 ) ( 2,244 ) Foreign exchange (loss) income ( 2,217 ) ( 3,534 ) ( 7,553 ) Discounting impact — ( 1,767 ) ( 5,289 ) Other financial income (expense) ( 171 ) 152 7,918 Total financial and Other Income (Expense) $ 809 $ 3,095 $ ( 2,490 ) 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 from disposal of non consolidated investments fully 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 Iponweb acquisition and financial expense relating to our € 407 million available RCF . F-35 Note 17. Income Taxes 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, 2025 2024 2023 Domestic Foreign Total Domestic Foreign Total Domestic Foreign Total (in thousands) Pretax Income $ 66,813 $ 136,761 $ 203,574 $ 65,357 $ 89,140 $ 154,497 $ 38,313 $ 36,415 $ 74,728 Current Tax Expense 12,999 48,729 61,728 9,943 55,881 65,824 3,755 39,917 43,672 Deferred Tax Expense (Benefit) 574 ( 8,107 ) ( 7,533 ) ( 1,302 ) ( 24,738 ) ( 26,040 ) 634 ( 24,222 ) ( 23,588 ) Total Provision for Income Taxes $ 13,573 $ 40,622 $ 54,195 $ 8,641 $ 31,143 $ 39,784 $ 4,389 $ 15,695 $ 20,084 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 Operations. The Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes available. 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. F-36 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: 2025 (in thousands) Tax expense at French Statutory Rate $ 52,563 Increase / decrease in tax expense arising from: Nontaxable or nondeductible items ( 828 ) ( 0.4 ) % Income eligible to reduced taxation rate (1) ( 9,273 ) ( 4.6 ) % Changes in Unrecognized Tax Benefit 10,359 5.1 % Other 3,368 1.7 % Foreign Tax effects USA Statutory tax rate difference between U.S. and France ( 3,709 ) ( 1.8 ) % State and Local Taxes 2,734 1.3 % Nondeductible compensation 3,541 1.7 % Other ( 62 ) — % Germany State and Local Taxes 3,204 1.6 % Other ( 710 ) ( 0.3 ) % UK Valuation Allowance Release ( 9,735 ) ( 4.8 ) % Other 459 0.2 % Other Foreign Other 2,284 1.1 % Provision for Income Taxes $ 54,195 Effective tax rate 26.6 % (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 F-37 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, 2024 2023 (in thousands) Tax expense at French Statutory Rate 39,891 19,295 Increase / decrease in tax expense arising from: French Research Tax Credit, Crédit d’Impôt Recherche (“CIR”) ( 1,809 ) ( 2,376 ) Shared-based Compensation 5,722 8,764 Non-tax deductible provision from loss contingency on regulatory matters (see Note 19 ) — ( 5,546 ) Nondeductible Expenses 7,745 5,274 Non recognition of deferred tax assets 366 878 Utilization or recognition of previously unrecognized tax losses ( 5,839 ) ( 1,760 ) French Business Tax " Cotisation sur la Valeur Ajoutée des Entreprises " ("CVAE") 1,237 1,593 Income eligible to reduced taxation rate (1) ( 5,795 ) ( 4,341 ) Effect of different tax rates 292 ( 922 ) Other differences ( 2,026 ) ( 775 ) Provision for income taxes $ 39,784 $ 20,084 Effective tax rate 25.8 % 26.9 % (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 Deferred Tax Assets and Liabilities The following table shows the changes in the major sources of deferred tax assets and liabilities: Year Ended December 31, 2025 2024 2023 (in thousands) Net deferred tax assets : Intangibles including capitalized R&D costs $ 53,599 $ 49,296 $ 24,340 Net operating loss carryforwards 14,983 14,330 17,734 Personnel-related accruals 9,834 10,104 9,958 Shared-based Compensation 8,282 12,328 6,067 Tax Credits 5,896 5,917 5,788 Bad debt allowance 4,732 5,034 7,389 Other 4,260 4,843 6,769 Other accruals 2,797 2,708 3,346 Total Deferred Tax Assets $ 104,383 $ 104,560 $ 81,391 Valuation allowance ( 18,979 ) ( 27,621 ) ( 29,794 ) Total Deferred Tax Assets, net of valuation allowance $ 85,404 $ 76,939 $ 51,597 F-38 Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our Consolidated Financial Statements. As of December 31, 2025 , 2024 and 2023 , the valuation allowance against net deferred income taxes amounted to 19.0 million , 27.6 million and 29.8 million , respectively, which related mainly to Criteo Corp. ( $ 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 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 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 ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could result in the expiration of the net operating loss and tax credit carryforwards before their utilization. As of December 31, 2025 , we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2025 , 2024 and 2023 : Year Ended December 31, 2025 2024 2023 (in thousands) Beginning balance of unrecognized tax benefits $ 12,428 $ 12,229 $ 13,315 Increases (Decreases) related to current year tax positions 10,344 199 ( 1,086 ) Ending balance of unrecognized tax benefits (excluding interest and penalties) 22,772 12,428 12,229 Interest and penalties associated with unrecognized tax benefits 7,207 5,589 4,558 Ending balance of unrecognized tax benefits (including interest and penalties) $ 29,979 $ 18,017 $ 16,787 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. Management 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. F-39 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, 2025 2024 2023 (in thousands) Domestic $ 1,806 $ 614 $ 2,382 Foreign US 47,660 29,376 28,840 Japan 8,349 2,709 2,624 Spain — 5,184 — Other Foreign 7,115 2,822 6,281 Total $ 64,930 $ 40,705 $ 40,127 Note 18. Earnings Per Share Basic Earnings Per Share The components of Basic EPS for the years ended December 31, 2025 , 2024 and 2023 , were as follows: Year Ended December 31, 2025 2024 2023 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 144,602 $ 111,571 $ 53,259 Weighted average number of shares outstanding ( Note 14 ) 52,934,526 54,817,136 56,170,658 Basic earnings per share $ 2.73 $ 2.04 $ 0.95 Diluted Earnings Per Share 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 and 2023 . Consequently all potential dilutive effects from shares are considered. 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). F-40 Year Ended December 31, 2025 2024 2023 (in thousands, except share data) Net income attributable to shareholders of Criteo S.A. $ 144,602 $ 111,571 $ 53,259 Basic shares: Weighted average number of shares outstanding of Criteo S.A. 52,934,526 54,817,136 56,170,658 Dilutive effect of: Restricted share awards ("RSUs") and Performance share awards ("PSUs") 1,799,709 2,904,711 2,643,129 Lock-up shares ("LUSs") — 711,941 1,261,947 Stock options 36,045 112,491 104,294 Share warrants 22,260 59,250 51,599 Weighted average number of shares outstanding used to determine diluted earnings per share 54,792,540 58,605,529 60,231,627 Diluted earnings per share $ 2.64 $ 1.90 $ 0.88 The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows: Year Ended December 31, 2025 2024 2023 Restricted share awards 2,019,480 236,039 348,675 Weighted average number of anti-dilutive securities excluded from diluted earnings per share 2,019,480 236,039 348,675 Note 19. Commitments and contingencies Contractual Commitments We have $ 68.4 million of non-cancelable contractual commitments as of December 31, 2025 , which are primarily related to software licenses, maintenance and bandwidth for our servers. The following is a schedule , by years, of non-cancelable contractual commitments as of December 31, 2025 : Total (in thousands) 2026 $ 52,007 2027 8,701 2028 4,475 2029 2,185 2030 982 Total $ 68,350 Contingencies From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. F-41 The amount of the provisions represents management’s latest estimate of the expected impact. Legal and R egulatory Matters Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction against Criteo from the original amount of € 60 million ( $ 70.5 million ) to € 40 million ( $ 47.0 million ). Criteo issued the required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State (Conseil d’Etat). As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. 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. On 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. The 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 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 . These risks 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. Note 20. Breakdown of Revenue and Noncurrent Assets The following table presents the Company's revenue disaggregated by major product for the years ended December 31, 2025 , 2024 and 2023 : F-42 Year Ended December 31, 2025 2024 2023 (in thousands) Retail Media $ 263,872 $ 258,303 $ 209,007 Commerce Growth 1,563,093 1,556,751 1,614,905 Other 117,936 118,235 125,533 Performance Media 1,681,029 1,674,986 1,740,438 Total Revenue $ 1,944,901 $ 1,933,289 $ 1,949,445 The Company operates in three geographical markets: • Americas: North and South America; • Europe, Middle-East and Africa; and • Asia-Pacific. The following table discloses our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based mainly on the location of advertisers’ campaigns. Revenue generated in other significant countries where we operate is presented in the following table: Year Ended December 31, 2025 2024 2023 (in thousands) Americas $ 836,670 $ 892,175 $ 887,247 United States 753,286 802,609 803,288 EMEA $ 728,052 $ 676,455 $ 672,610 Germany 207,600 202,653 200,145 France 88,887 87,770 100,277 Asia-Pacific $ 380,179 $ 364,659 $ 389,588 Japan 221,087 204,082 216,991 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 includes results from the locations of legal entities. Americas EMEA Asia- Pacific Total (in thousands) December 31, 2025 $ 69,785 $ 207,109 $ 14,289 $ 291,183 December 31, 2024 $ 68,193 $ 186,035 $ 11,378 $ 265,606 Note 21. Subsequent Events Share Repurchase Program extension 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.