SEC Form 10-Q filed by Criteo S.A.

5/6/26 4:11:36 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

for the transition period from _________ to _________

Commission file number: 001-36153

Criteo S.A.

(Exact name of registrant as specified in its charter)


France			Not Applicable
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

32 Rue Blanche	Paris	France	75009
(Address of principal executive offices)			(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

American Depositary Shares, each representing one Ordinary Share,
nominal value €0.025 per share

CRTO

Nasdaq Global Select Market

Ordinary Shares, nominal value €0.025 per share

Nasdaq Global Select Market

* Not for trading, but only in connection with the registration of the American Depositary Shares.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No x

As of May 1st, 2026, the registrant had 50,244,527 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS


PART I	FINANCIAL INFORMATION
Item 1	Unaudited Financial Statements as of March 3 1 , 202 6
	Condensed Consolidated Statements of Financial Position (Unaudited)	2
	Condensed Consolidated Statements of Income (Unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income (Unaudited)	4
	Condensed Consolidated Statements of Shareholder's Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	6
	Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4	Controls and Procedures	41

PART II	OTHER INFORMATION
Item 1	Legal Proceedings	42
Item 1A	Risk Factors	42
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 5	Other Information	45
Item 6	Exhibits	45
Signatures		47

General

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q ("Form 10-Q") to the "Company," "Criteo," "we," "us," "our" or similar words or phrases are to Criteo S.A. and its subsidiaries, taken together. In this Form 10-Q, references to "$" and "US$" are to United States dollars. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or "GAAP."

Trademarks

“Criteo,” the Criteo logo and other trademarks or service marks of Criteo appearing in this Form 10-Q are the property of Criteo. Trade names, trademarks and service marks of other companies appearing in this Form 10-Q are the property of their respective holders.

Special Note Regarding Forward-Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than present and historical facts and conditions contained in this Form 10-Q, including statements regarding our future results of operations and financial position, business strategy, plans and objectives for future operations, are forward-looking statements and involve risks and uncertainties that could cause actual results to differ materially. When used in this Form 10-Q, the words “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “is designed to,” “may,” “might,” "objective," “plan,” “potential,” “predict,” "project," "seek," “should,” "will," "would," or the negative of these and similar expressions identify forward-looking statements.

You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and to our subsequent quarterly reports on Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this Form 10-Q and the documents that we reference in this Form 10-Q and have filed as exhibits to this Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This Form 10-Q may contain market data and industry forecasts that were obtained from industry publications. These data and forecasts involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such information. We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this Form 10-Q is generally reliable, such information is inherently imprecise.

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)


	Notes	March 31, 2026		December 31, 2025
		(in thousands)
Assets
Current assets:
Cash and cash equivalents	4	$	319,981	$	342,038
Trade receivables, net of allowances of $23.2 million and $25.9 million at March 31, 2026 and December 31, 2025, respectively.	5	448,275		582,102
Income taxes	13	12,985		14,233
Other taxes		61,100		57,050

Marketable securities - current portion	4	28,348		23,242
Prepaid expenses and other current assets	7	69,597		53,210
Total current assets		940,286		1,071,875
Property and equipment, net		155,502		139,330
Intangible assets, net		148,724		151,853
Goodwill	6	532,525		535,761
Right of use assets - operating leases	9	128,692		134,205

Marketable securities - noncurrent portion	4	22,996		23,500
Noncurrent financial assets		8,193		8,314
Deferred tax assets		88,355		90,689
Other noncurrent assets	7	46,777		45,680
Total noncurrent assets		1,131,764		1,129,332
Total assets		$	2,072,050	$	2,201,207

Liabilities and shareholders' equity
Current liabilities:
Trade payables		$	448,472	$	566,046
Contingencies - current portion	15	11,390		9,229
Income taxes	13	21,943		27,528
Financial liabilities - current portion		10,626		11,360
Lease liability - operating - current portion	9	34,475		33,085
Other taxes		12,820		14,713
Employee - related payables		119,297		114,416
Other current liabilities	8	78,025		68,277
Total current liabilities		737,048		844,654
Deferred tax liabilities		5,179		5,285
Defined benefit plans	10	5,725		5,707

Lease liability - operating - noncurrent portion	9	99,221		105,277
Contingencies - noncurrent portion	15	23,039		22,729
Other noncurrent liabilities	8	32,403		31,826
Total noncurrent liabilities		165,567		170,824
Total liabilities		$	902,615	$	1,015,478

Shareholders' equity:
Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026 and December 31, 2025, respectively.		$	1,871	$	1,871
Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026 and December 31, 2025, respectively.		(126,390)		(120,853)
Additional paid-in capital		698,717		706,321
Accumulated other comprehensive loss		(77,319)		(68,879)
Retained earnings		635,935		630,750
Equity attributable to the shareholders of Criteo S.A.		1,132,814		1,149,210
Noncontrolling interests		36,621		36,519
Total equity		1,169,435		1,185,729
Total equity and liabilities		$	2,072,050	$	2,201,207

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


			Three Months Ended
	Notes			March 31, 2026		March 31, 2025
		(in thousands, except per share data)

Revenue	16			$	424,639	$	451,434

Cost of revenue:
Traffic acquisition costs				174,271		187,062
Other cost of revenue				27,626		27,396

Gross profit				222,742		236,976

Operating expenses:
Research and development expenses				69,683		60,749
Sales and operations expenses				97,501		88,889
General and administrative expenses				45,158		39,171
Total operating expenses				212,342		188,809
Income from operations				10,400		48,167
Financial and other income	12			1,873		2,302
Income before taxes				12,273		50,469
Provision for income taxes	13			3,693		10,458
Net Income				$	8,580	$	40,011

Net income available to shareholders of Criteo S.A.				$	7,817	$	37,928
Net income available to noncontrolling interests				$	763	$	2,083

Weighted average shares outstanding used in computing per share amounts:
Basic	14			50,352,465		53,979,157
Diluted	14			50,965,933		57,195,898

Net income allocated to shareholders per share:
Basic	14			$	0.16	$	0.70
Diluted	14			$	0.15	$	0.66

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)

Net income		$	8,580	$	40,011
Foreign currency translation differences, net of taxes		(9,277)		17,216
Actuarial gains on employee benefits, net of taxes		118		310
Other comprehensive income (loss)		$	(9,159)	$	17,526
Total comprehensive income (loss)		$	(579)	$	57,537
Attributable to shareholders of Criteo S.A.		$	(681)	$	53,858
Attributable to noncontrolling interests		$	102	$	3,679

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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	—	—	—	—	—	—	37,928	37,928	2,083	40,011
Other comprehensive loss	—	—	—	—	—	15,930	—	15,930	1,596	17,526
Issuance of ordinary shares	110,056	2	—	—	1,843	—	—	1,845	—	1,845
Change in treasury stocks(*)	—	—	(817,761)	(34,102)	(20,549)	—	(1,517)	(56,168)	—	(56,168)
Share-Based Compensation	—	—	—	—	16,615	—	—	16,615	48	16,663
Other changes in equity	—	—	—	—	—	—	(740)	(740)	2	(738)
Balance at March 31, 2025	57,854,895	$1,933	(4,285,178)	$(159,400)	$707,489	$(92,838)	$607,415	$1,064,599	$35,637	$1,100,236

(*) 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 1,460,246 shares repurchased at a weighted average price of $38.50 offset by 642,485 treasury shares used for RSUs vesting.


	Share capital		Treasury Stock		Additional paid-in capital	Accumulated Other Comprehensive Income (Loss)	Retained Earnings	Equity - attributable to shareholders of Criteo S.A.	Non controlling interest	Total equity
	Common shares		Shares
	(in thousands, except share data)
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
Net income	—	—	—	—	—	—	7,817	7,817	763	8,580
Other comprehensive loss	—	—	—	—	—	(8,440)	—	(8,440)	(719)	(9,159)
Issuance of ordinary shares	—	—	—	—	—	—	—	—	—	—
Change in treasury stocks(*)	—	—	(1,053,727)	(5,537)	(22,604)	—	(2,828)	(30,969)	—	(30,969)
Share-Based Compensation	—	—	—	—	15,000	—	—	15,000	59	15,059
Other changes in equity	—	—	—	—	—	—	196	196	(1)	195
Balance at March 31, 2026	55,659,895	$1,871	(5,561,756)	$(126,390)	$698,717	$(77,319)	$635,935	$1,132,814	$36,621	$1,169,435

(*) On February 6, 2026, Criteo's board of directors authorized an increase of the share repurchase program to up to $959.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 1,596,328 shares repurchased at a weighted average price of $19.40 offset by 542,601 treasury shares used for RSUs vesting.

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

CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Three Months Ended
		March 31, 2026		March 31, 2025
	(in thousands)
Cash flows from operating activities
Net income		$	8,580	$	40,011
Noncash and nonoperating items		40,266		42,630
- Amortization and provisions		28,569		23,583


- Share based compensation expense		13,347		15,409
- Gain (loss) on disposal of and impairment of long-lived assets		(749)		547

- Change in uncertain tax positions		427		—

- Change in deferred taxes		2,007		6,888
- Change in income taxes		(3,692)		(4,288)

- Other		357		491
Changes in assets and liabilities:		(639)		(20,300)
- Trade receivables		131,986		163,943
- Trade payables		(112,841)		(174,331)
- Other assets		(24,515)		(8,460)
- Other liabilities		3,828		(145)
- Operating lease liabilities and right of use assets		903		(1,307)

Net cash provided by operating activities		48,207		62,341
Cash flows from investing activities
Acquisition of intangible assets, property and equipment		(32,848)		(17,091)
Disposal of intangible assets, property and equipment		641		—



Purchases of investment securities		(17,319)		(11,449)
Maturities and sales of investment securities		11,613		11,002
Net cash used in investing activities		(37,913)		(17,538)


Cash flows from financing activities
Proceeds from exercise of stock options		—		1,845
Repurchase of treasury stocks		(30,969)		(56,168)


Change in other financing activities		(316)		(471)
Net cash used in financing activities		(31,285)		(54,794)
Effect of exchange rates changes on cash and cash equivalents		(1,066)		5,219
Net decrease in cash and cash equivalents and restricted cash		(22,057)		(4,772)
Net cash and cash equivalents and restricted cash at the beginning of the period		342,359		290,943
Net cash and cash equivalents and restricted cash at the end of the period		$	320,302	$	286,171

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position
Cash and cash equivalents		$	319,981	$	285,850
Restricted cash, included in other current assets		$	321	$	321
Total cash, cash equivalents, and restricted cash		$	320,302	$	286,171

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds		$	(4,951)	$	(5,920)
Cash paid for interest		$	(527)	$	(244)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables		$	12,204	$	1,621

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

CRITEO S.A.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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. 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. On February 27, 2026, a general meeting of the Company's shareholders was held at the Company's registered office at 32 Rue Blanche, 75009 Paris, France, at which the Company's shareholders approved all the proposals for the Conversion and certain related proposals. 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' determination that such action is in the best interests of the Company and its shareholders.

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".

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2026.

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 amount 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 may 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.

Significant Accounting Policies

There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the consolidated financial statements and notes.

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.

Note 2. Restructuring and Other Exit Costs

The Company may periodically 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:


	Severance Liability
	(in thousands)

Restructuring liability as of December 31, 2025	$	3,043
Restructuring charge	5,688
Amounts paid	(3,841)
Restructuring liability as of March 31, 2026	$	4,890

During the fourth quarter of 2025, the Company commenced a cost-reduction plan intended to improve operating efficiency and better align its cost structure with revenue levels. In connection with this plan, the Company incurred approximately $3.0 million of restructuring costs during the year ended December 31, 2025 and approximately $5.7 million during the period ended March 31, 2026, primarily reflected within Sales and Operations expense.

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. 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 encompasses our targeting capabilities and supply and AdTech services.

The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue.

The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other expense nor financial information for our two segments.

The following table shows revenue by reportable segment:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Retail Media		$	41,271	$	59,498
Performance Media		383,368		391,936
Total Revenue		$	424,639	$	451,434

The following table shows TAC by reportable segment:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Retail Media		$	682	$	708
Performance Media		173,589		186,354
Total Traffic Acquisition Costs		$	174,271	$	187,062

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Contribution ex-TAC
Retail Media		$	40,589	$	58,790
Performance Media		209,779		205,582
		$	250,368	$	264,372

Other cost of revenue		27,626		27,396
Gross profit		$	222,742	$	236,976

Operating expenses
Research and development expenses		69,683		60,749
Sales and operations expenses		97,501		88,889
General and administrative expenses		45,158		39,171
Total Operating expenses		$	212,342	$	188,809

Income from operations		$	10,400	$	48,167
Financial and other income		1,873		2,302
Income before tax		$	12,273	$	50,469

Note 4. Financial instruments

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:


	March 31, 2026		December 31, 2025

	(in thousands)
Cash and Cash Equivalents
Level 1
Cash	$	165,557		$	160,252
Money Market funds	103,481			89,157
Level 2
Commercial paper	11,426			35,139
Term deposits	28,745			41,614
Structured debt securities	10,772			15,876
Total	$	319,981		$	342,038

Investment Securities

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


	March 31, 2026		December 31, 2025

	(in thousands)


Securities Held-to-maturity
Commercial paper	$	22,599	$	17,366
Structured debt securities	17,247		17,625
Corporate debt securities	11,498		11,750
Total	$	51,344	$	46,742

The gross unrealized gains or (loss) on our investment securities were not material as of March 31, 2026 and December 31, 2025.

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
	March 31, 2026

	(in thousands)
Due in one year	$	28,348
Due in one to five years	22,996
Total	$	51,344

Our investments in nonmarketable equity securities were not material as of March 31, 2026 and for the year ended December 31, 2025.

Note 5. Trade Receivables

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


	March 31, 2026		December 31, 2025

	(in thousands)
Trade accounts receivables	$	471,460	$	607,983
(Less) Allowance for doubtful accounts	(23,185)		(25,881)
Net carrying value at end of period	$	448,275	$	582,102

Note 6. Goodwill

Goodwill allocated to the two reportable segments and the changes in the carrying amount for the three months ended March 31, 2026 were as follows:


	Retail Media		Performance Media		Total

	(in thousands)
Balance at January 1, 2026	$	151,828	$	383,933	$	535,761


Currency translation adjustment	(547)		(2,689)		(3,236)

Balance at March 31, 2026	$	151,281	$	381,244	$	532,525

Note 7. Other Current and Noncurrent Assets

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


	March 31, 2026		December 31, 2025

	(in thousands)

Prepayments to suppliers	$	52,409	$	39,294
Other current assets	17,188		13,916


Total	$	69,597	$	53,210

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 March 31, 2026 and December 31, 2025 the gross capitalized implementation costs were $24.7 million and $25.6 million, respectively, and amortization expense related to these costs was $2.1 million and $2.0 million for the three months ended March 31, 2026 and March 31, 2025, respectively.

Other current assets include an indemnification receivable of $5.5 million related to a legal matter, restricted cash, and other non-trade receivables. As of March 31, 2026 and December 31, 2025, restricted cash was $0.3 million and $0.3 million, respectively.

Other noncurrent assets as of March 31, 2026 and December 31, 2025 of $46.8 million and $45.7 million, respectively, are primarily comprised of the indemnification asset of $37.2 million, recorded against certain tax liabilities related to the Iponweb Acquisition.

Note 8. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:


	March 31, 2026		December 31, 2025

	(in thousands)

Rebates	$	35,369	$	36,844
Customer prepayments and deferred revenue	6,620		8,420
Accounts payable relating to capital expenditures	30,004		18,126
Other creditors	6,032		4,888
Total	$	78,025	$	68,277

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

Other noncurrent liabilities are presented in the following table:


	March 31, 2026		December 31, 2025

	(in thousands)

Uncertain tax positions	$	29,205	$	28,675
Other	3,198		3,151
Total	$	32,403	$	31,826

Note 9. Leases

The components of lease expense are as follows:


	Three Months Ended
		March 31, 2026		March 31, 2025
	(in thousands)
Lease expense		$	10,335	$	7,993
Short term lease expense		135		69
Variable lease expense		414		493
Sublease income		(154)		(300)
Total operating lease expense		$	10,730	$	8,255

Note 10. Employee Benefits

Defined Benefit Plans

According 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:


	Projected benefit obligation
	(in thousands)
Accumulated postretirement benefit obligation at January 1, 2025	$	4,709
Service cost	785
Interest cost	200

Actuarial losses (gains)	(622)
Currency translation adjustment	635
Accumulated postretirement benefit obligation at December 31, 2025	$	5,707
Service cost	198
Interest cost	64

Actuarial losses (gains)	(118)
Currency translation adjustment	(126)
Accumulated postretirement benefit obligation at March 31, 2026	$	5,725

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:


	Three Months Ended	Year Ended
	March 31, 2026	December 31, 2025
Discount rate (Corp AA)	4.6%	4.5%
Expected rate of salary increase	7.0%	7.0%
Expected rate of social charges	50.0%	50.0%
Expected staff turnover	Company age-based table	Company age-based table
Estimated retirement age	65 years old	65 years old
Life table	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.


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Defined contribution plan expenses		$	4,832	$	4,242

Note 11. Share based Compensation

Share based Compensation Expense

Share based compensation expense recorded in the consolidated statements of operations was as follows:


	Three Months Ended
	March 31, 2026		March 31, 2025
	(in thousands)
Research and Development	$	6,598	$	5,589
Sales and Operations	2,956		5,421
General and Administrative	5,505		5,654
Total Share based compensation expense	$	15,059	$	16,664
Share based Compensation capitalized as internal-use software costs	(1,712)		(1,255)
Total Share based compensation expense net of capitalization	$	13,347	$	15,409

Restricted Stock Units and Performance Stock Units

During the three months ended March 31, 2026, 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 ("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.

The following table summarizes the activities for our unvested RSUs for the period ended March 31, 2026:


	Shares (RSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2025	4,518,697	$	33.15
Granted	692,386	17.93
Vested	(344,695)	30.34
Forfeited	(127,651)	34.86
Outstanding as of March 31, 2026	4,738,737	$	31.09

As of March 31, 2026, the Company had unrecognized stock-based compensation relating to restricted stock units of approximately $76.6 million, which is expected to be recognized over a weighted-average period of 3.1 years.

Performance Stock Units

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

Financial PSUs

Financial PSUs are subject to service and performance-based vesting conditions. These awards generally vest over three years, and the number of shares ultimately earned may range from —% to 200% of target, depending on achievement of specified internal financial performance metrics. The grant-date fair value is generally based on the closing price of the Company’s Nasdaq share price on the date preceding grant.

The following table summarizes the activities for our unvested Financial PSUs for the period ended March 31, 2026 (1):


	Shares (Financial PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2025	442,139	$	31.89
Granted	392,985	24.74
Performance share adjustment	4,658	29.37
Vested	(195,018)	32.43
Forfeited	(15,615)	31.31
Outstanding as of March 31, 2026	629,149	$	27.25

As of March 31, 2026, the Company had unrecognized stock-based compensation related to performance stock units of approximately $11.1 million, which is expected to be recognized over a weighted-average period of 3.4 years.

TSR PSUs

TSR PSUs are subject to service and market-based vesting conditions and are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index. These awards are generally measured in two equal tranches over two years and three years performance periods, respectively, and the number of shares ultimately earned may range from —% to 200% of target for each tranche, depending on relative TSR performance.

The following table summarizes the activities for our unvested TSR PSUs for the period ended March 31, 2026:


	Shares (TSR PSU)	Weighted-Average Grant date Fair Value Per Share


Outstanding as of December 31, 2025	313,383	$	54.41
Granted	332,744	27.39
Vested	(23,699)	51.28
Forfeited	(121,859)	54.57
Outstanding as of March 31, 2026	500,569	$	36.56

(1) The number of Financial PSUs granted during the three months ended March 31, 2026 includes 60,242 PSUs previously modified from TSR PSUs, for which financial performance targets were established in March 2026 for the 2026 performance tranche.

The grant-date fair value is approximately $9.1 million, 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	39.70	%
Expected volatility of the benchmark	81.68	%
Risk-free rate	3.71	%
Expected dividend yield	—	%

As of March 31, 2026, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $13.6 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Nonemployee warrants

Nonemployee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.


	Shares	Weighted-Average Grant date Fair Value Per Share		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)


Outstanding as of December 31, 2025	159,897	$	18.31	2.6	$	1,300.0
Granted	—
Exercised	—
Canceled	—
Expired	—
Outstanding as of March 31, 2026	159,897	$	18.31	2.4	$	1,300.0

Vested and exercisable - March 31, 2026	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 March 31, 2026, there were no exercises of nonemployee warrants.

No new nonemployee warrants were granted in the period ending March 31, 2026. As of March 31, 2026 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 as of December 31, 2025	86,715	$	17.35	4.0	$	276.0
Options granted	—
Options exercised	—
Options forfeited	—
Options canceled	—
Options expired	(86,715)
Outstanding as of March 31, 2026	—	$	—	0.0	$	—

Vested and exercisable as of March 31, 2026	—

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 $0.0 million and $0.9 million for the period ended March 31, 2026, and December 31, 2025, respectively.
No new stock options were granted in the period ending March 31, 2026. As of March 31, 2026, there is no remaining unrecognized stock-based compensation related to unvested stock options.

Note 12. Financial and Other Income and Expenses

The condensed consolidated statements of income line item “Financial and Other Income” can be broken down as follows:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Financial income from cash equivalents		$	2,654	$	1,680
Interest and fees		(764)		(430)
Foreign exchange income		24		1,072

Other financial expense		(41)		(20)
Total financial and other income		$	1,873	$	2,302

Note 13. Income Taxes

The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

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. While the adoption of Pillar Two did not have a material impact on the three months ended March 31, 2026, the Company will continue to assess the ongoing impact as additional guidance becomes available.

The following table presents provision for income taxes:


	Three Months Ended
	March 31, 2026		March 31, 2025
	(in thousands)
Provision for Income taxes	$	3,693	$	10,458

For the three months ended March 31, 2026, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Note 14. Earnings Per Share

Basic Earnings Per Share

The components of Basic earnings per share ("EPS") for the periods presented were as follows:


	Three Months Ended
		March 31, 2026		March 31, 2025
Net income attributable to shareholders of Criteo S.A.		$	7,817	$	37,928
Weighted average number of shares outstanding of Criteo S.A.		50,352,465		53,979,157
Basic earnings per share		$	0.16	$	0.70

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 March 31, 2026 and 2025. 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).


	Three Months Ended
		March 31, 2026		March 31, 2025
Net income attributable to shareholders of Criteo S.A.		$	7,817	$	37,928
Basic shares:
Weighted average number of shares outstanding of Criteo S.A.		50,352,465		53,979,157
Dilutive effect of:
RSUs and PSUs		613,468		3,079,762

Stock options		—		82,956
Share warrants		—		54,023
Diluted shares:
Weighted average number of shares outstanding used to determine diluted earnings per share		50,965,933		57,195,898
Diluted earnings per share		$	0.15	$	0.66

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:


	Three Months Ended
	March 31, 2026	March 31, 2025
Restricted share awards	1,995,016	33,092

Weighted average number of anti-dilutive securities excluded from diluted earnings per share	1,995,016	33,092

Note 15. Commitments and 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.

The amount of the provisions represents management’s latest estimate of the expected impact.

Legal and Regulatory 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 ($69.0 million) to €40 million ($46.0 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 appealed this decision before the French Council of State (Conseil d’Etat). On March 4, 2026, the Conseil d'État rejected the appeal and affirmed the CNIL's decision in full.

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 recorded an estimated probable loss of $7.0 million in 2025. As of March 31, 2026, this amount is presented within “Contingencies-current portion”, and an indemnification receivable of $5.5 million is presented within “Prepaid expenses and other current assets”. The results of legal proceedings are inherently uncertain and it is reasonably possible that the ultimate loss may differ from the Company's 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. On January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are currently engaged in mediation. While the Company continues to dispute the allegations of wrongdoing, as of the quarter ended March 31, 2026, the Company has recorded an accrual that reflects management's current best estimate of probable loss related to this matter. The ultimate outcome of this matter may differ from the amount accrued. The Company does not believe the resolution of this matter will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

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 served 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

For the three months ended March 31, 2026, the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, as of March 31, 2026 and December 31, 2025, respectively, was $23.0 million and $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 16. Breakdown of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the periods presented:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)
Retail Media		$	41,271	$	59,498

Commerce Growth		356,583		365,296
Other		26,785		26,640
Performance Media		383,368		391,936
Total Revenue		$	424,639	$	451,434

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:


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands)

Americas		$	158,629	$	192,908
United States		140,414		174,499

EMEA		$	175,330	$	164,861
Germany		50,436		45,983
France		20,250		19,439

Asia-Pacific		$	90,680	$	93,665
Japan		56,239		54,151

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 such noncurrent assets from the locations of legal entities.


	Americas		EMEA		Asia-Pacific		Total
	(in thousands)

March 31, 2026	$	79,139	$	210,336	$	14,751	$	304,226
December 31, 2025	$	69,785	$	207,109	$	14,289	$	291,183

Note 17. Subsequent Events

The Company evaluated all subsequent events that occurred after March 31, 2026 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC"), on February 26, 2026. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We believe these non-GAAP financial measures provide investors with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key metrics used by management in operating our business. As required by the rules of the SEC, we provide reconciliations of the non-GAAP financial measures contained in this document to the most directly comparable measures under GAAP.

Overview

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Intelligence Platform. We operate in digital advertising, leveraging commerce data and AI to connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping journey. Our vision is to be the leading global commerce intelligence platform that connects the commerce ecosystem and uses AI to power full-funnel, cross-channel advertising and agentic commerce experiences. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.

We report our financial results based on two reportable segments: Retail Media and Performance Media.

–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompasses our targeting capabilities and supply and AdTech services.

Current quarter financial highlights

For the three months ended March 31, 2026, revenue decreased by (6)% to $424.6 million, compared to the same period in the prior year, due to decreases in Retail Media and Performance Media. At constant currency, revenue decreased by (9)%.

Gross profit for the three months ended March 31, 2026 decreased by (6)% to $222.7 million, compared to the same period in the prior year, primarily due to lower revenue in Retail Media and in Performance Media.

Contribution ex-TAC for the three months ended March 31, 2026 decreased by (5)% to $250.4 million, compared to the same period in the prior year, due to a decrease in Retail Media, slightly offset by an increase in Performance Media. At constant currency, Contribution ex-TAC decreased by (9)%.

Net income for the three months ended March 31, 2026 decreased by (79)% to $8.6 million, primarily driven by higher operating expenses and lower gross profit.

Adjusted EBITDA for the three months ended March 31, 2026 decreased by (30)% to $64.9 million, compared to the same period in the prior year, primarily due to lower revenue and higher operating expenses.

Cash flows from operating activities was $48.2 million for the three months ended March 31, 2026, compared to $62.3 million in the same period in the prior year. This decrease primarily reflects lower net income, partially offset by a lower use of net working capital compared to the same period in the prior year.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Develop and Scale our Commerce Intelligence Platform

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform. We believe that we are in a leading position in the Commerce Intelligence space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Business and Macroeconomic Conditions

During 2026, geopolitical conditions and macroeconomic disruption have been increasingly volatile. In particular, we have experienced an impact on marketing budgets in the Middle East and in our Travel vertical. More broadly, macroeconomic uncertainty, including inflationary pressures and interest rate conditions across our markets, may negatively impact consumer spending behavior, advertising budgets, and our business performance.

These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities.

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

Seasonality

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels.

In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above.

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

Privacy Trends and Government Regulations

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

Results of Operations for the Periods Ended March 31, 2026 and March 31, 2025 (Unaudited)

Revenue

Revenue breakdown by segment


	Three Months Ended
		March 31, 2026		March 31, 2025		% change
		(in thousands, except percentages)
Revenue as reported		424,639		451,434		(6)%
Conversion impact U.S. dollar/other currencies		(15,166)
Revenue at constant currency		$	409,473	$	451,434	(9)%

Retail Media revenue as reported		41,271		59,498		(31)%
Conversion impact U.S. dollar/other currencies		(667)
Retail Media revenue at constant currency		$	40,604	$	59,498	(32)%

Performance Media revenue as reported		383,368		391,936		(2)%
Conversion impact U.S. dollar/other currencies		(14,499)
Performance Media revenue at constant currency		$	368,869	$	391,936	(6)%

Revenue for the three months ended March 31, 2026 decreased (6)%, or (9)% on a constant currency basis, to $409.5 million compared to the three months ended March 31, 2025, reflecting decreases in Performance Media and Retail Media.

In the three months ended March 31, 2026, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue decreased (31)%, or (32)% on a constant currency basis, to $40.6 million for the three months ended March 31, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite.

Performance Media revenue decreased (2)%, or (6)% on a constant currency basis, to $368.9 million for the three months ended March 31, 2026, primarily due to mixed performance across Commerce Growth verticals, partially mitigated by improving trends in AdTech services, and momentum in our Supply Side Platform.

Additionally, our $424.6 million of revenue for the three months ended March 31, 2026 was positively impacted by $15.2 million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Pound Sterling and the Brazilian Real compared to the U.S. dollar.

Revenue breakdown by region


	Three Months Ended
		March 31, 2026		March 31, 2025		% change
		(in thousands, except percentages)
Revenue as reported		424,639		451,434		(6)%
Conversion impact U.S. dollar / other currencies		(15,166)		—
Revenue at constant currency		$	409,473	$	451,434	(9)%
Americas
Revenue as reported		158,629		192,908		(18)%
Conversion impact U.S. dollar / other currencies		(1,783)		—
Revenue at constant currency		$	156,846	$	192,908	(19)%
EMEA
Revenue as reported		175,330		164,861		6%
Conversion impact U.S. dollar / other currencies		(15,237)		—
Revenue at constant currency		$	160,093	$	164,861	(3)%
Asia-Pacific
Revenue as reported		90,680		93,665		(3)%
Conversion impact U.S. dollar / other currencies		1,854		—
Revenue at constant currency		$	92,534	$	93,665	(1)%

Our revenue in the Americas region decreased (18)%, or (19)% on a constant currency basis, to $156.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail trends for Performance Media, in particular related to Fashion.

Our revenue in EMEA increased 6%, or (3)% on a constant currency basis, to $160.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting softness in Marketplaces and Retail for Performance Media, partially offset by continued traction in Retail Media.

Our revenue in the Asia-Pacific region decreased (3)%, or (1)% on a constant currency basis, to $92.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Travel and Marketplaces trends in the region.

Cost of Revenue


	Three Months Ended
		March 31, 2026			March 31, 2025			% change
		(in thousands, except percentages)
Traffic acquisition costs		174,271			187,062			(7)	%
Other cost of revenue		27,626			27,396			1	%
Total cost of revenue		$	201,897		$	214,458		(6)	%
% of revenue		48		%	48		%
Gross profit %		52		%	52		%


	Three Months Ended
		March 31, 2026		March 31, 2025		% change
		(in thousands, except percentages)
Retail Media		682		708		(4)%
Performance Media		173,589		186,354		(7)%
Traffic Acquisition Costs		$	174,271	$	187,062	(7)%

Total cost of revenue for the three months ended March 31, 2026 decreased $(12.6) million, or (6)%, compared to the three months ended March 31, 2025. This decrease was the result of a decrease of $(12.8) million, or (7)% (or (10)% on a constant currency basis) in traffic acquisition costs, and an increase of $0.2 million, or 1% in other cost of revenue.

Traffic acquisition costs decreased by (7)%, or (10)% at constant currency, compared to the three months ended March 31, 2025. This decrease was driven primarily by a 25% decline in the number of impressions we purchased in Performance Media, partially offset by a 24% increase (or 17% at constant currency) in the average CPM for inventory purchased.

Other cost of revenue increased by $0.2 million or, 1% for the three months ended March 31, 2026.

Contribution excluding Traffic Acquisition Costs

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial measures.

The below table provides a reconciliation of Contribution ex-TAC to gross profit:


	Three Months Ended
		March 31, 2026		March 31, 2025

		(in thousands)
Gross Profit		$	222,742	$	236,976
Other Cost of Revenue		27,626		27,396
Contribution ex-TAC		$	250,368	$	264,372

We consider Contribution ex-TAC as a key measure of our business activity. Our strategy focuses on maximizing our Contribution ex-TAC on an absolute basis over maximizing our near-term gross margin. We believe this focus builds sustainable long-term value for our business by fortifying a number of our competitive strengths, including access to advertising inventory, breadth and depth of data and continuous improvement of our Criteo AI Engine’s performance, allowing it to deliver more relevant advertisements at scale. As part of this focus, we continue to invest in building preferred relationships with direct publishers and pursue access to leading advertising exchanges.

The following table sets forth our revenue and Contribution ex-TAC by segment:


	Three Months Ended
		March 31, 2026		March 31, 2025		% change

		(amounts in thousands, except percentages)
Revenue
Retail Media		$	41,271	$	59,498	(31)%
Performance Media		383,368		391,936		(2)%
Total		$	424,639	$	451,434	(6)%

Contribution ex-TAC
Retail Media		$	40,589	$	58,790	(31)%
Performance Media		209,779		205,582		2%
Total		$	250,368	$	264,372	(5)%

Contribution ex-TAC decreased $(14.0) million, or (5)% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in Contribution ex-TAC was due to a decrease in Retail Media, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite and an increase in Performance Media.

Constant Currency Reconciliation

Information in this Form 10-Q with respect to results presented on a constant currency basis was calculated by applying prior period average exchange rates to current period results. Management reviews and analyzes business results excluding the effect of foreign currency translation because they believe this better represents our underlying business trends. Below is a table which reconciles the actual results presented in this section with the results presented on a constant currency basis:


	Three Months Ended
		March 31, 2026		March 31, 2025		% change
		(amounts in thousands, except percentages)

Revenue as reported		$	424,639	$	451,434	(6)%
Conversion impact U.S. dollar/other currencies		(15,166)		—
Revenue at constant currency		$	409,473	$	451,434	(9)%

Traffic acquisition costs as reported		$	174,271	$	187,062	(7)%
Conversion impact U.S. dollar/other currencies		(5,692)		—
Traffic Acquisition Costs at constant currency		$	168,579	$	187,062	(10)%

Contribution ex-TAC as reported		$	250,368	$	264,372	(5)%
Conversion impact U.S. dollar/other currencies		(9,474)		—
Contribution ex-TAC at constant currency		$	240,894	$	264,372	(9)%

Other cost of revenue as reported		$	27,626	$	27,396	1%

Gross Profit as reported		$	222,742	$	236,976	(6)%

Research and Development Expenses


	Three Months Ended
		March 31, 2026			March 31, 2025			% change

		(in thousands, except percentages)
Research and development expenses		$	69,683		$	60,749		15%
% of revenue		16		%	13		%

Research and development expenses for the three months ended March 31, 2026, increased $8.9 million or 15% compared to the three months ended March 31, 2025. This increase was driven by higher headcount costs and related impact of the appreciation of the euro compared to the U.S. dollar, higher amortization expense related to internally developed intangible assets and higher third-party services.

Sales and Operations Expenses


	Three Months Ended
		March 31, 2026			March 31, 2025			% change

		(in thousands, except percentages)
Sales and operations expenses		$	97,501		$	88,889		10%
% of revenue		23		%	20		%

Sales and operations expenses for the three months ended March 31, 2026 increased $8.6 million or 10% compared to the three months ended March 31, 2025. This increase was driven by higher restructuring and other headcount costs and related impact of the appreciation of the euro compared to the U.S. dollar, higher bad debt expense, partially offset by lower share-based compensation.

General and Administrative Expenses


	Three Months Ended
		March 31, 2026			March 31, 2025			% change

		(in thousands, except percentages)
General and administrative expenses		$	45,158		$	39,171		15%
% of revenue		11		%	9		%

General and administrative expenses for the three months ended March 31, 2026, increased $6.0 million or 15%, compared to the three months ended March 31, 2025. This increase was mainly driven by an accrual for a litigation matter, higher transformation costs, and higher headcount related costs.

Financial and Other Income


	Three Months Ended
		March 31, 2026			March 31, 2025			% change

		(in thousands, except percentages)
Financial and other income		$	1,873		$	2,302		(19)%
% of revenue		0.4		%	1		%

Financial and other income for the three months ended March 31, 2026, decreased by $(0.4) million or (19)% compared to the three months ended March 31, 2025. This decrease was due to a lower positive impact of foreign exchange, including end of year noncash changes in fair value of financial instruments and higher interest expense, partially offset by higher interest income.

Provision for Income Taxes


	Three Months Ended
		March 31, 2026			March 31, 2025			% change

		(in thousands, except percentages)
Provision for Income taxes		$	3,693		$	10,458		(65)%
% of revenue		1		%	2		%

Provision for income tax expense for the three months ended March 31, 2026, decreased $(6.8) million or (65)% compared to the three months ended March 31, 2025. The decrease was driven by a decrease of profit before tax.

The provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Adjusted EBITDA

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.


	Three Months Ended
		March 31, 2026		March 31, 2025
		(in thousands, except percentages)
Net Income		$	8,580	$	40,011
Adjustments:
Financial income		(1,873)		(1,948)
Provision for income taxes		3,693		10,458
Equity awards compensation expense		13,822		15,880
Pension service costs		198		183
Depreciation and amortization expense		28,367		25,693


Restructuring, integration and transformation costs		10,162		1,871
Other noncash or nonrecurring events (2)		1,950		—
Total net adjustments		56,319		52,137
Adjusted EBITDA (1)		$	64,899	$	92,148

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

(2) Includes costs related to nonrecurring litigation matters.

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


	Three Months Ended
		March 31, 2026		March 31, 2025		% change

		(in thousands, except percentages)
Net Income		$	8,580	$	40,011	(79)%
Adjusted EBITDA		$	64,899	$	92,148	(30)%

Net income decreased $(31.4) million, or (79)%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and adjusted EBITDA decreased $(27.2) million, or (30)%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in net income and adjusted EBITDA was primarily due to higher operating expenses and lower gross profit.

Liquidity and Capital Resources

Our cash and cash equivalents, and restricted cash at March 31, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $320.3 million as of March 31, 2026. The $(22.1) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, primarily resulted from a decrease of $(31.3) million in cash used for financing activities, a decrease of $(37.9) million in cash used for investing activities, partially offset by an increase of $48.2 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($468.0 million) of liquidity. The RCF, combined with $320.0 million of cash and cash equivalents, $51.3 million of marketable securities, and $49.4 million of treasury shares available for M&A, provides total financial liquidity of $888.7 million as of March 31, 2026. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.

Overall, we believe that our current financial liquidity, combined with our expected cash flow generation in 2026, enables financial flexibility.

Share repurchase programs

For the three months ended March 31, 2026, we have repurchased $31.0 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by our board of directors. In February 2026, this authorization was extended to a total amount of up to $959.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities that are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. We therefore believe that we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

Operating and Capital Expenditure Requirements

For the three months ended March 31, 2026 and 2025, our net capital expenditures were $(32.2) million and $(17.1) million, respectively, primarily related to the acquisition of servers and other data center equipment, and capitalized software development costs. We expect our capital expenditures to be at mid-teens percent of Contribution ex-TAC for 2026, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence Platform.

Our future working capital requirements will depend on many factors, including the rate of our revenue growth, the amount and timing of our investments in personnel and capital equipment, and the timing and extent of our introduction of new products and product enhancements.

We believe our existing cash balances will be sufficient to meet our anticipated cash requirements through at least the next 12 months.

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financing to support our operations, and such financings may not be available to us on acceptable terms, or at all.

We may also seek to raise additional funds in the future to support potential acquisitions of businesses, technologies, assets or products.

If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing will be dilutive to our shareholders.

Historical Cash Flows

The following table sets forth our cash flows for the three months ended March 31, 2026 and March 31, 2025:


	Three Months Ended
	March 31, 2026		March 31, 2025

	(in thousands)
Cash flows provided by operating activities	$	48,207	$	62,341
Cash used in investing activities	$	(37,913)	$	(17,538)
Cash used in financing activities	$	(31,285)	$	(54,794)

Operating Activities

Cash provided by operating activities has typically been generated from net income and by changes in our operating assets and liabilities, particularly in the areas of accounts receivable and accounts payable and accrued expenses, adjusted for certain noncash and nonoperating expense items such as depreciation, amortization, equity awards compensation, deferred tax assets and income taxes.

For the three months ended March 31, 2026, net cash provided by operating activities was $48.2 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $28.6 million, and share based compensation expense of $13.3 million, partially offset by $(0.6) million of changes in working capital. The decrease in cash flows from operating activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to lower net income, partially offset by improved working capital.

Investing Activities

For the three months ended March 31, 2026, net cash used for investing activities was $37.9 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment.

Cash used for investing activities increased during the three months ended March 31, 2026, compared to the same period in 2025, due to higher purchases in data center equipment and higher software development costs.

Financing Activities

For the three months ended March 31, 2026, net cash used for financing activities was $31.3 million, due to the repurchasing of shares of $31.0 million. The decrease in cash used for financing activities during the three months ended March 31, 2026, compared to the same period in 2025, was mostly due to a decrease in the amount of shares repurchased.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Recently Issued Pronouncements

See "Recently Issued Accounting Standards" under Note 1, "Summary of Significant Accounting Policies," of the Notes to Unaudited Condensed Consolidated Financial Statements for a discussion of certain accounting standards that have been issued during 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We are mainly exposed to foreign currency exchange rate fluctuations. There have been no material changes to our exposure to market risk during the three months ended March 31, 2026.

For a description of our foreign exchange risk, please see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - B. Liquidity and Capital Resources" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

A hypothetical 10% increase or decrease of the Pound Sterling, the Brazilian real, the Japanese yen or the Euro against the U.S. dollar would have impacted the Condensed Consolidated Statements of Income as follows:


	Three Months Ended
	March 31, 2026				March 31, 2025

	(in thousands)
GBP/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	(16)	$	16	$	481	$	(481)


	Three Months Ended
	March 31, 2026				March 31, 2025

	(in thousands)
BRL/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	21	$	(21)	$	39	$	(39)


	Three Months Ended
	March 31, 2026				March 31, 2025

	(in thousands)
JPY/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	224	$	(224)	$	613	$	(613)


	Three Months Ended
	March 31, 2026				March 31, 2025

	(in thousands)
EUR/USD	+10%		-10%		+10%		-10%
Net income (loss) impact	$	720	$	(720)	$	534	$	(534)

Credit Risk and Trade Receivables

For a description of our trade receivables, please see "Note 5. Trade Receivables" in the Notes to the Unaudited Condensed Consolidated Financial Statements.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of March 31, 2026, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance that (i) the information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Effectiveness of Controls and Procedures

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 decision 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 may not be detected.

PART II

Item 1. Legal Proceedings

For a discussion of our legal proceedings, refer to Note 15. Commitments and contingencies.

Item 1A. Risk Factors

You should carefully consider the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. The following risk factor is provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Regulatory, legislative or self-regulatory developments regarding internet or online matters could adversely affect our ability to conduct our business.

Governmental authorities around the world have enacted, considered or are considering legislation or regulations that could significantly restrict our ability to collect, process, use, transfer and pool data collected from and about consumers and devices. Trade associations and industry self-regulatory groups have also promulgated best practices and other industry standards relating to targeted advertising.

In the EU, the two main pillars of the data protection legal framework remain the E-Privacy Directive and the GDPR. The E-Privacy Directive mandates that the placing or reading of information in a user's device, such as through a cookie and other tracking technologies, requires such user’s express consent. The European Data Protection Board has also published guidelines expanding the list of what is a tracking technology under the E-Privacy Directive, limiting our possibility to rely on certain technologies such as racking links and URL.

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million or 4% of the data controller’s or data processor’s total worldwide turnover from the preceding financial year. High sanctions are also applicable under the E-Privacy Directive.

Further, on October 1, 2020, the French data protection authority (the Commission Nationale de l'Informatique et des Libertés, or the “CNIL”) issued the final version of its guidelines on the use of cookies and other trackers and its final recommendations on modalities for obtaining users’ consent to store or read non-essential cookies and similar technologies on their devices. The recommendations provide that, when required, consent must be indicated by a clear and positive action of the data subject, such as by clicking on an “accept all” button on the first layer of the consent management platform. The CNIL also noted that it should be as easy to refuse consent to the use of cookies as it is to accept consent, and an equivalent “refuse all” button should be present on the first layer of the consent management platform. Further, the ability to withdraw consent must be always readily available. Companies had until March 2021 to ensure compliance with these guidelines. The CNIL has launched investigations and sanctioned companies for lack of compliance with its guidelines on cookies. The European Center for Digital Rights (“NOYB”) has also filed several complaints with data protection authorities for failure to comply with GDPR requirements.

In January 2020, the CNIL opened a formal investigation into Criteo. In June 2023, the CNIL issued its decision, which retained alleged GDPR violations but reduced the financial sanction against Criteo from the original amount of €60 million ($69.0 million) to €40 million ($46.0 million). Criteo made the required sanction payment in 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 appealed this decision before the Conseil d’Etat. On March 4, 2026, the Conseil d’Etat rejected Criteo’s appeal and confirmed the CNIL’s decision in full. Refer to Note 15 Commitments and contingencies, for more information.

In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to modernize and align the EU’s data protection framework with other digital regulations. The proposals would, among other things, clarify the definition of personal data, introduce new legal bases for the development and operation of AI systems, adjust breach-notification thresholds and timelines, and consolidate certain E-Privacy and cookie-related provisions directly into the GDPR. In particular, the draft would permit the use of standardized, browser- or device-level consent signals to express user preferences, potentially reducing our clients’, publisher and retailer partners’ ability to manage consent collection through their own interfaces. If adopted, these reforms could alter the scope of lawful processing, affect how we collect and use data for advertising and measurement, and increase operational and compliance complexity. The timing, final content, and enforcement approach of these reforms remain uncertain, and any resulting changes could materially impact our business, financial condition, or results of operations.

In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information. The California Privacy Rights Act (the “CPRA”), which both amends and expands the scope of the CCPA and creates additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses became effective January 1, 2023. California’s privacy regulations continue to evolve with new rules on data broker registration, automated decision-making and cybersecurity audits, and enforcement activity is accelerating.

In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California, including mandatory risk-assessments and annual cybersecurity audits for certain businesses; new rules governing the use of automated decision-making technology in connection with “significant decisions” about consumers; and enhanced disclosures, consent/opt-out mechanisms and documentation requirements in connection with consumer privacy rights. These new regulations will begin to take effect on January 1, 2026, with phased compliance deadlines. Because the ultimate reach and enforcement of these obligations are still evolving, the implementation of these rules could require significant changes to our data-collection, processing, governance, audit and compliance frameworks.

In addition, other states in the U.S. are quickly adopting state enacted privacy laws. Currently, more than 20 states in the U.S have passed consumer and privacy laws. Although many of these laws are modeled in part on the CCPA and CPRA, they vary in important respects, including definitions of “sale” or “sharing,” requirements for targeted advertising opt-outs, data-protection impact assessments, and enforcement mechanisms. This patchwork of state privacy laws increases the complexity of our compliance obligations, may require modifications to our data-handling practices, systems, and consumer interfaces. We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with them could involve substantial resources and expense, regulatory exposure, and may cause us to divert resources from other aspects of our business, all of which may adversely affect our business.

Clarifications of and changes to these existing and proposed laws, regulations, judicial interpretations and industry standards can be costly to comply with, and sometimes contradictory, and we may be unable to pass along those costs to our clients in the form of increased fees, which may negatively affect our operating results. Such changes can also delay or impede the development of new solutions, result in negative publicity and reputational harm, require significant management time and attention, increase our risk of non-compliance and subject us to claims or other remedies, including fines or demands that we modify or cease existing business practices. Additionally, any perception of our practices or solutions as an invasion of privacy, whether such practices or solutions are consistent with current or future regulations and industry practices, may subject us to public criticism, private class actions, reputational harm or claims by regulators, which could disrupt our business and expose us to increased liability. Finally, our legal and financial exposure often depends in part on our clients’, publisher and retailer partners’ or other third parties' adherence to and compliance with privacy laws and regulations and their use of our services in ways consistent with users’ expectations.

If our clients or publisher and retail partners fail to adhere to our contracts in this regard, or a court or governmental agency determines that we have not adequately, accurately or completely described our own solutions, services and data collection, use and sharing practices in our own disclosures to consumers, then we and our clients and publisher and retailer partners may be subject to potentially adverse publicity, damages and investigation or other regulatory activity in connection with our privacy practices or those of our clients.

Beyond privacy, AI regulation is emerging as a major compliance frontier. Given our long history developing, using, and innovating through AI with the Criteo AI Engine, this could increase costs or restrict opportunities. Compliance with existing, expanding, or new laws and regulations regarding AI or use of data to train AI, including the EU AI Act adopted on July 12, 2024 and other data protection laws, may involve significant costs or require changes in products or business practices that could adversely affect our results of operations. In November 2025, the European Commission published the Digital Omnibus on AI Regulation Proposal, which would amend the AI Act by introducing flexible timelines for compliance with high-risk AI obligations, expanding the supervisory role of the European Artificial Intelligence Office, allowing sensitive data processing for bias mitigation and adjusting registration burdens and proportionality requirements. These reforms may require us to modify how we access, train or deploy foundation models or general-purpose AI, undertake additional documentation, governance, oversight and monitoring, and align with evolving definitions of what constitutes an AI “system” or “provider.”

Any failure to adapt could adversely affect our product development, business practices, competitive positioning and results of operations. Additionally, our ability to innovate may be affected if we are unable to access foundation models and general-purpose AI ("GPAI") in the same manner as our non-EU competitors as these GPAI providers may choose to avoid the EU market due to its regulatory complexity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the issuer and Affiliated Purchasers

The following table provides certain information with respect to our purchases of our ADSs during the first fiscal quarter of 2026:


Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(1)
January 1 to 31, 2026	698,046	$	20.44	698,046	$	206,862,142
February 1 to 28, 2026	733,282	$	18.44	733,282	$	193,331,696
March 1 to 31, 2026	165,000	$	19.15	165,000	$	190,170,521
Total	1,596,328			1,596,328

(1) On February 6, 2026, the Board of Directors authorized an increase of the previously authorized share repurchase program from up to $805.0 million to up to $959.0 million of the Company’s outstanding American Depositary Shares.

(2) Weighted average price paid per share excludes any broker commissions paid.

Item 5. Other Information

Trading Plans

During the three months ended March 31, 2026, 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 6. Exhibits

Exhibit Index

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File
Number

Exhibit

File
Date

3.1

Update to By-laws (status) of Criteo S.A. (English Translation)

8-K

001-36153

3.1

4/28/2026

31.1#

Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

31.2#

Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended

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, as amended

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Link base Document

101.DEF

XBRL Taxonomy Extension Definition Link base Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File, formatted in Inline XBRL and contained in Exhibit 101.

# Filed herewith.

* Furnished herewith.

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.
		(Registrant)

	By:	/s/ Sarah Glickman
Date: May 6, 2026	Name:	Sarah Glickman
	Title:	Chief Financial Officer
		(Principal financial officer and duly authorized signatory)

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SEC Form 10-Q filed by Criteo S.A.

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Chief Financial Officer Glickman Sarah Js sold $42,053 worth of Ordinary Shares (2,465 units at $17.06), decreasing direct ownership by 0.57% to 431,879 units (SEC Form 4) (tax liability)

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SEC Form DEFA14A filed by Criteo S.A.

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Date	Price Target	Rating	Analyst
5/6/2026		Overweight → Equal Weight	Wells Fargo
10/29/2024	$70.00	Overweight	Wells Fargo
8/6/2024	$43.00 → $58.00	Neutral → Buy	DA Davidson
7/30/2024		Overweight → Sector Weight	KeyBanc Capital Markets
5/24/2024	$31.00 → $45.00	Market Perform → Outperform	BMO Capital Markets
2/8/2024	$28.00 → $41.00	Equal Weight → Overweight	Wells Fargo
1/9/2024	$28.00	Market Perform	BMO Capital Markets
10/24/2023	$40.00	Overweight	KeyBanc Capital Markets

SEC Form 10-Q filed by Criteo S.A.

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Chief Financial Officer Glickman Sarah Js sold $18,167 worth of Ordinary Shares (982 units at $18.50), decreasing direct ownership by 0.23% to 430,897 units (SEC Form 4) to cover withholding tax

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Chief Financial Officer Glickman Sarah Js sold $42,053 worth of Ordinary Shares (2,465 units at $17.06), decreasing direct ownership by 0.57% to 431,879 units (SEC Form 4) (tax liability)

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Amendment: SEC Form SCHEDULE 13G/A filed by Criteo S.A.

SEC Form DEFA14A filed by Criteo S.A.

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Director Van Der Kooi Frederik bought $89,050 worth of Ordinary Shares (5,000 units at $17.81), increasing direct ownership by 23% to 26,600 units (SEC Form 4)

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Director Teunissen Ernst 02494 was granted 6,177 units of Ordinary Shares and bought $99,992 worth of Ordinary Shares (4,403 units at $22.71), increasing direct ownership by 560% to 12,468 units (SEC Form 4)

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