Criteo次季收入遜預期 下調全年指引並委任新財務總監

EX-99.1
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exhibit991-8xkq22026.htm
EX-99.1

Document

Exhibit 99.1

CRITEO REPORTS SECOND QUARTER 2026 RESULTS

Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026
Q2 2026 Media Spend of $1.1 Billion
Deployed $30 Million to Repurchase Shares in Q2 2026

NEW YORK - August 5, 2026 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2026:

Three Months EndedSix Months Ended
June 30,June 30,
20262025YoY Change20262025YoY Change
(in millions, except EPS data)
GAAP Results
Revenue$428$483(11)%$853$934(9)%
Gross Profit$222$259(14)%$445$495(10)%
Net Income
$12$23(49)%$20$63(68)%
Gross Profit margin52%54%(2)ppt52%53%(1) ppt
Diluted EPS$0.22$0.39(44)%$0.37$1.05(65)%
Cash from operating activities$20$(1)NM$69$6112%
Cash and cash equivalents$252$20623%$252$20623%

Non-GAAP Results1

Contribution ex-TAC$255$292(13)%$506$556(9)%

Adjusted EBITDA$73$89(18)%$138$182(24)%
Adjusted diluted EPS$0.80$0.92(13)%$1.53$2.02(24)%
Free Cash Flow (FCF)$(38)$(36)(3)%$(22)$9(340)%
FCF / Adjusted EBITDA(51)%(41)%(10)ppt(16)%5%(21) ppt

"While our second quarter top line performance was disappointing, our long-term strategy remains unchanged,” said Michael Komasinski, Chief Executive Officer of Criteo. “We remain confident in our Commerce Intelligence strategy and are strengthening execution, diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce.”

Operating Highlights
•Criteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026. He succeeds Sarah Glickman, who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition.
•Criteo's media spend2 was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency3.
•Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries, with additional country launches planned, including Mexico and Brazil. ChatGPT Ads inventory is now available through Criteo’s self-service, cross-channel performance platform Criteo GO.
•The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC.
•Criteo launched sponsored products into AI-powered conversational search with Albertsons, creating new discovery and monetization opportunities.
•Criteo was named a Leader in the QKS Group SPARK Matrix™ for Retail Media Network and Monetization Platform, Q2 2026.
•The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.
•Criteo completed its redomiciliation from France to Luxembourg, and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States, which is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.
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___________________________________________________
1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP. 
2 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.
3 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.
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Financial Summary

Revenue for Q2 2026 was $428 million, gross profit was $222 million and Contribution ex-TAC was $255 million. Net income for Q2 2026 was $12 million, representing $0.22 per share on a diluted basis. Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q2 decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)%. At constant currency, revenue for Q2 2026 decreased (11)% and Contribution ex-TAC decreased (12)%. Cash flow from operating activities was $20 million in Q2 2026 and Free Cash Flow was $(38) million in Q2 2026. As of June 30, 2026, we had $303 million in cash and marketable securities on our balance sheet.
 
Sarah Glickman, Chief Financial Officer, said, “Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value.”

Second Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (11)% year-over-year in Q2 2026, or decreased (11)% at constant currency, to $428 million (Q2 2025: $483 million). Gross profit decreased (14)% year-over-year in Q2 2026 to $222 million (Q2 2025: $259 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q2 2025: 54%). Contribution ex-TAC in the second quarter decreased (13)% year-over-year, or decreased (12)% at constant currency, to $255 million (Q2 2025: $292 million). 

•Retail Media revenue decreased (21)%, or (22)% at constant currency, and Retail Media Contribution ex-TAC decreased (21)%, or (22)% at constant currency, reflecting a $21 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 20% in Q2 across the underlying client base. 
•Performance Media revenue decreased (10)%, or decreased (9)% at constant currency, and Performance Media Contribution ex-TAC decreased (10)%, or decreased (10)% at constant currency, reflecting soft performance in Commerce Growth, partially offset by improved year-over-year trends in AdTech Services. 

Net Income and Adjusted Net Income

Net income was $12 million in Q2 2026 (Q2 2025: net income: $23 million). Net income allocated to shareholders of Criteo was $11 million, or $0.22 per share on a diluted basis (Q2 2025: net income allocated to shareholders of $21 million, or $0.39 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $41 million, or $0.80 per share on a diluted basis (Q2 2025: $51 million, or $0.92 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $73 million (Q2 2025: $89 million), reflecting lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 29% (Q2 2025: 31%).

Operating expenses decreased (9)% year-over-year to $207 million (Q2 2025: $228 million), mostly due to rigor on resource allocation, productivity gains, and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Non-GAAP operating expenses decreased (10)% year-over-year to $158 million (Q2 2025: $175 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $20 million in Q2 2026 (Q2 2025: $(1) million). 

Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million). On a trailing 12-month basis, Free Cash Flow was $180 million.

Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025, after spending $61 million on share repurchases in the six months ended June 30, 2026.

As of June 30, 2026, the Company had total financial liquidity of approximately $767 million, including $252 million of cash and cash equivalents, $51 million of marketable securities and $464 million available through its revolving credit facility.
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2026 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of August 5, 2026. The Company's outlook is based on year-to-date performance and current business trends.

Fiscal year 2026 guidance:
•We now expect Contribution ex-TAC to decrease -12% to -10% at constant currency.
•We now expect an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC.

Third quarter 2026 guidance:
•We expect Contribution ex-TAC between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.
•We expect Adjusted EBITDA between $54 million and $58 million.

The Company’s third quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients.

The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.86, a U.S. dollar-Japanese Yen rate of 159, a U.S. dollar-British Pound rate of 0.75, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.16.

The above guidance assumes that no acquisitions and dispositions are completed during the third quarter of 2026 or the fiscal year ended December 31, 2026.

Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

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Non-GAAP Financial Measures

This press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.

Contribution ex-TAC is 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.

Adjusted EBITDA is 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, employer social contribution expense related to employee equity award compensation, 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 and Adjusted EBITDA margin are key measures 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- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

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Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the completed redomiciliation from France to Luxembourg (the “Conversion”) and the proposed transfer of our legal domicile from Luxembourg to the United States via the merger of the Company into a newly incorporated and wholly-owned U.S. subsidiary (the “U.S. Merger”), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the U.S. Merger; failure to satisfy any of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion or the U.S. Merger; failure to maintain the listing of our shares on Nasdaq or failure to list our stock on the New York Stock Exchange following the U.S. Merger or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; the disruption of current plans and operations by the Conversion or the U.S. Merger; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo, including our anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws of Luxembourg or the United States; the delay or abandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company’s SEC filings and reports, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended, and in subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed by a subsidiary of the Company in connection with the U.S. Merger, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

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Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, August 5, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

•United States:         +1 800 836 8184
•International:            +1 646 357 8785
•France                080-094-5120

Please ask to be joined into the "Criteo" call.

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, please visit www.criteo.com.

Contacts

Investor Relations & Corporate Communications
Melanie Dambre, [email protected]

Public Relations
Amanda Echavarri, [email protected]

Financial information to follow

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CRITEO S.A.
Consolidated Statement of Financial Position
(U.S. dollars in thousands, unaudited)

June 30, 2026December 31, 2025
Assets
Current assets:
Cash and cash equivalents$252,236 $342,038 
Trade receivables, net of allowances of $ 15.1 million and $ 25.9 million at June 30, 2026 and December 31, 2025, respectively
455,966 582,102 
Income taxes16,871 14,233 
Other taxes56,767 57,050 
Marketable securities - current portion28,052 23,242 
Prepaid expenses and other current assets63,180 53,210 

Total current assets873,072 1,071,875 
Property and equipment, net
168,378 139,330 
Intangible assets, net141,357 151,853 
Goodwill531,794 535,761 
Right of use assets - operating leases134,390 134,205 
Marketable securities - noncurrent portion22,788 23,500 
Noncurrent financial assets
8,073 8,314 
Deferred tax assets84,945 90,689 
Other noncurrent assets
45,987 45,680 
    Total noncurrent assets1,137,712 1,129,332 
Total assets$2,010,784 $2,201,207 

Liabilities and shareholders' equity
Current liabilities:
Trade payables$457,107 $566,046 
Contingencies - current portion11,505 9,229 
Income taxes8,321 27,528 
Financial liabilities - current portion9,645 11,360 
Lease liability - operating - current portion36,414 33,085 
Other taxes12,338 14,713 
Employee - related payables87,998 114,416 
Other current liabilities54,387 68,277 
Total current liabilities677,715 844,654 
Deferred tax liabilities5,131 5,285 
Defined benefit plans6,043 5,707 

Lease liability - operating - noncurrent portion102,128 105,277 
Contingencies - noncurrent portion23,304 22,729 
Other noncurrent liabilities
32,332 31,826 
    Total noncurrent liabilities168,938 170,824 
Total liabilities846,653 1,015,478 

Shareholders' equity:
Common shares, €0.025 par value, 53,728,895 and 55,659,895 shares authorized and issued, and 48,550,453 and 51,151,866 outstanding at June 30, 2026 and December 31, 2025, respectively.
1,815 1,871 
Treasury stock, 5,178,442 and 4,508,029 shares at cost as of June 30, 2026 and December 31, 2025, respectively.
(108,990)(120,853)
Additional paid-in capital706,534 706,321 
Accumulated other comprehensive loss
(80,120)(68,879)
Retained earnings608,276 630,750 
Equity attributable to the shareholders of Criteo S.A.1,127,515 1,149,210 
Noncontrolling interests
36,616 36,519 
Total equity1,164,131 1,185,729 
Total equity and liabilities$2,010,784 $2,201,207 

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CRITEO S.A.Consolidated Statement of Operations(U.S. dollars in thousands, except share and per share data, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025

Revenue$428,018 $482,671 $852,657 $934,105 

Cost of revenue
Traffic acquisition cost172,545 190,602 346,816 377,664 
Other cost of revenue33,259 33,551 60,885 60,947 

Gross profit222,214 258,518 444,956 495,494 

Operating expenses:
Research and development expenses71,945 79,610 141,628 140,359 
Sales and operations expenses85,539 108,215 183,040 197,104 
General and administrative expenses49,722 40,238 94,880 79,409 
Total operating expenses
207,206 228,063 419,548 416,872 
Income from operations
15,008 30,455 25,408 78,622 
Financial and other income (expense)319 (1,801)2,192 501 
Income before taxes
15,327 28,654 27,600 79,123 
Provision for income taxes3,576 5,734 7,269 16,192 
Net income
$11,751 $22,920 $20,331 $62,931 

Net income available to shareholders of Criteo S.A.
$11,190 $21,250 $19,007 $59,178 
Net income available to noncontrolling interests$561 $1,670 $1,324 $3,753 

Weighted average shares outstanding used in computing per share amounts:
Basic49,664,392 52,986,068 50,007,078 53,480,338 
Diluted50,545,915 55,133,569 50,754,574 56,162,459 

Net income allocated to shareholders per share:

Basic$0.23 $0.40 $0.38 $1.11 
Diluted$0.22 $0.39 $0.37 $1.05 

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CRITEO S.A.
Consolidated Statement of Cash Flows
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025
Cash flows from operating activities
Net income$11,751 $22,920 $20,331 $62,931 
Noncash and nonoperating items25,870 28,238 66,136 70,868 
          - Amortization and provisions23,471 36,902 52,040 60,485 

          - Equity awards compensation expense16,381 21,128 29,728 36,537 
          - Loss (gain) on disposal of and impairment of long-lived assets48 845 (701)1,392 

          - Change in uncertain tax positions95 (289)522 (289)

          - Change in deferred taxes3,293 5,547 5,300 12,435 
          - Change in income taxes(17,915)(39,907)(21,607)(44,195)

          - Other497 4,012 854 4,503 
Changes in assets and liabilities:(17,322)(52,555)(17,961)(72,855)
           - Trade receivables(1,705)(2,564)130,281 161,379 
           - Trade payables11,890 (28,910)(100,951)(203,241)
           - Other assets9,186 20,908 (15,329)12,448 
           - Other liabilities(36,229)(42,783)(32,401)(42,928)

           - Operating lease liabilities and right of use assets(464)794 439 (513)
Net cash provided by (used in) operating activities20,299 (1,397)68,506 60,944 
Cash flows from investing activities
Acquisition of intangible assets, property and equipment
(58,240)(35,292)(91,088)(52,342)
Disposal of intangibles assets, property and equipment4224101,063 369 

Purchases of investment securities—(5,949)(17,319)(17,398)
Maturities and sales of investment securities6016,64411,673 27,646 
Net cash used in investing activities(57,758)(24,187)(95,671)(41,725)

Cash flows from financing activities
Proceeds from exercise of stock options— 52 — 1,897 
Repurchase of treasury stocks(30,353)(48,328)(61,322)(104,496)

Change in other financing activities(324)(73)(640)(544)
Net cash used in financing activities(30,677)(48,349)(61,962)(103,143)
Effect of exchange rates changes on cash and cash equivalents175 (6,214)(891)(995)
Net decrease in cash and cash equivalents and restricted cash(67,961)(80,147)(90,018)(84,919)
Net cash and cash equivalents and restricted cash at the beginning of the period320,302 286,171 342,359 290,943 
Net cash and cash equivalents and restricted cash at the end of the period$252,341 $206,024 $252,341 $206,024 

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position
Cash and cash equivalents$252,236 $205,703 $252,236 $205,703 
Restricted cash, included in other current assets$105 $321 $105 $321 
Total cash, cash equivalents, and restricted cash$252,341 $206,024 $252,341 $206,024 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds$(13,868)$(40,383)$(18,819)$(48,241)
Cash paid for interest$(467)$(344)$(994)$(588)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables$10,729 $4,633 $10,729 $4,633 

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CRITEO S.A.
Reconciliation of Cash from Operating Activities to Free Cash Flow
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025

CASH FROM (USED IN) OPERATING ACTIVITIES$20,299 $(1,397)$68,506 $60,944 
Acquisition of intangible assets, property and equipment
(58,240)(35,292)(91,088)(52,342)
Disposal of intangible assets, property and equipment
422 410 1,063 369 
FREE CASH FLOW (1)
$(37,519)$(36,279)$(21,519)$8,971 

(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.
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CRITEO S.A.
Reconciliation of Contribution ex-TAC to Gross Profit 
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
2026202520262025

Gross Profit222,214 258,518 444,956 495,494 

Other Cost of Revenue33,259 33,551 60,885 60,947 

Contribution ex-TAC (1)
$255,473 $292,069 $505,841 $556,441 

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

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CRITEO S.A.
Segment Information
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
Segment20262025YoY ChangeYoY Change at Constant Currency (2)
20262025YoY ChangeYoY Change at Constant Currency (2)

Revenue
Retail Media
$47,907 $60,913 (21)%(22)%$89,178 $120,411 (26)%(27)%
Performance Media
380,111 421,758 (10)%(9)%763,479 813,694 (6)%(8)%
Total428,018 482,671 (11)%(11)%852,657 934,105 (9)%(10)%

Contribution ex-TAC 
Retail Media47,168 60,009 (21)%(22)%87,757 118,799 (26)%(27)%
Performance Media208,305 232,060 (10)%(10)%418,084 437,642 (4)%(6)%
Total (1)
$255,473 $292,069 (13)%(12)%$505,841 $556,441 (9)%(11)%

(1) Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric. 
(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.
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CRITEO S.A.
Reconciliation of Adjusted EBITDA to Net Income
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20262025YoYChange20262025YoYChange
Net income$11,751 $22,920 (49)%$20,331 $62,931 (68)%
Adjustments:
Financial expense (income)(319)1,796 (118)%(2,192)(152)NM
Provision for income taxes3,576 5,734 (38)%7,269 16,192 (55)%
Equity related compensation, and related social contribution expenses (1)
16,626 21,543 (23)%30,448 37,423 (19)%

Pension service costs196 195 1 %394 378 4 %

Depreciation and amortization expense31,581 35,764 (12)%59,948 61,457 (2)%

Restructuring, integration and transformation costs 
9,888 556 NM20,050 2,427 726 %
Other noncash or nonrecurring events (2)
— 872 (100)%1,950 872 124 %
Total net adjustments61,548 66,460 (7)%117,867 118,597 (1)%
Adjusted EBITDA (3)
$73,299 $89,380 (18)%$138,198 $181,528 (24)%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.
(2) Includes costs related to nonrecurring litigation matters.
(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
14

CRITEO S.A.
Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20262025YoY Change20262025YoY Change
Research and Development expenses$71,945 $79,610 (10)%$141,628 $140,359 1 %
Equity related compensation, and related social contribution expenses (1)
6,003 5,398 11 %10,892 9,732 12 %
Depreciation and Amortization expense21,463 25,739 (17)%40,602 42,412 (4)%
Pension service costs116 109 6 %232 210 10 %

Restructuring, integration and transformation costs380 16 NM695 89 681 %
Other noncash or nonrecurring events— 872 (100)%— 872 (100)%
Non-GAAP - Research and Development expenses43,983 47,476 (7)%89,207 87,044 2 %
Sales and Operations expenses85,539 108,215 (21)%183,040 197,104 (7)%
Equity related compensation, and related social contribution expenses (1)
2,727 7,354 (63)%5,679 12,775 (56)%
Depreciation and Amortization expense623 3,574 (83)%2,040 6,913 (70)%
Pension service costs20 24 (17)%41 48 (15)%

Restructuring, integration and transformation costs663 (12)NM5,202 54 NM
Non-GAAP - Sales and Operations expenses81,506 97,275 (16)%170,078 177,314 (4)%
General and Administrative expenses49,722 40,238 24 %94,880 79,409 19 %
Equity related compensation, and related social contribution expenses (1)
7,896 8,791 (10)%13,877 14,916 (7)%
Depreciation and Amortization expense329 350 (6)%709 683 4 %
Pension service costs60 62 (3)%121 120 1 %

Restructuring, integration and transformation costs8,845 552 NM14,153 2,284 520 %

Other noncash or nonrecurring events (2)
— — NM1,950 — NM
Non-GAAP - General and Administrative expenses32,592 30,483 7 %64,070 61,406 4 %
Total Operating expenses207,206 228,063 (9)%419,548 416,872 1 %
Equity related compensation, and related social contribution expenses (1)
16,626 21,543 (23)%30,448 37,423 (19)%
Depreciation and Amortization expense 22,415 29,663 (24)%43,351 50,008 (13)%
Pension service costs196 195 1 %394 378 4 %

Restructuring, integration and transformation costs9,888 556 NM20,050 2,427 726 %
Other noncash or nonrecurring events (2)
— 872 (100)%1,950 872 124 %

Total Non-GAAP Operating expenses (3)
158,081 $175,234 (10)%$323,355 $325,764 (1)%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.
(2) Includes costs related to nonrecurring litigation matters.
(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
15

CRITEO S.A.Reconciliation of Adjusted Net Income to Net Income (Loss)(U.S. dollars in thousands except share and per share data, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20262025YoY Change20262025YoY Change

Net income
$11,751 $22,920 (49)%$20,331 $62,931 (68)%
Adjustments:
Equity related compensation, and related social contribution expenses (1)
16,626 21,543 (23)%30,448 37,423 (19)%

Amortization of acquisition-related intangible assets6,661 9,637 (31)%13,296 18,635 (29)%

Restructuring, integration and transformation costs9,888 556 NM20,050 2,427 726 %
Other noncash or nonrecurring events (2)
— 872 (100)%1,950 872 124 %

Tax impact of the above adjustments (3)
(4,409)(4,739)7 %(8,430)(8,669)3 %
Total net adjustments28,766 27,869 3 %57,314 50,688 13 %
Adjusted net income (4)
$40,517 $50,789 (20)%$77,645 $113,619 (32)%

Weighted average shares outstanding
 - Basic49,664,392 52,986,068 50,007,078 53,480,338 
 - Diluted50,545,915 55,133,569 50,754,574 56,162,459 

Adjusted net income per share 
 - Basic$0.82 $0.96 (15)%$1.55 $2.12 (27)%
 - Diluted$0.80 $0.92 (13)%$1.53 $2.02 (24)%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.
(2) Includes costs related to nonrecurring litigation matters.
(3) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.
(4) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.
16

CRITEO S.A.
Constant Currency Reconciliation(1)
(U.S. dollars in thousands, unaudited)

Three Months EndedSix Months Ended
June 30,June 30,
20262025YoYChange20262025YoYChange

Gross Profit as reported$222,214 $258,518 (14)%$444,956 $495,494 (10)%

Other cost of revenue as reported33,259 33,551 (1)%60,885 60,947 — %

Contribution ex-TAC as reported(2)
255,473 292,069 (13)%505,841 556,441 (9)%
Conversion impact U.S. dollar/other currencies1,241 — (8,233)— 
Contribution ex-TAC at constant currency256,714 292,069 (12)%497,608 556,441 (11)%

Traffic acquisition costs as reported172,545 190,602 (9)%346,816 377,664 (8)%
Conversion impact U.S. dollar/other currencies744 — (4,948)— 
Traffic acquisition costs at constant currency173,289 190,602 (9)%341,868 377,664 (9)%

Revenue as reported428,018 482,671 (11)%852,657 934,105 (9)%
Conversion impact U.S. dollar/other currencies1,985 — (13,182)— 
Revenue at constant currency$430,003 $482,671 (11)%$839,475 $934,105 (10)%

(1) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.
(2) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric. 

17

CRITEO S.A.
Information on Share Count
(unaudited)

Six Months Ended
20262025
Shares outstanding as at January 1,51,151,86654,277,422
Weighted-average effect of changes in shares outstanding during the period
(1,144,788)(797,084)
Basic number of shares - Basic EPS basis50,007,07853,480,338
Dilutive effect of share-based awards - Treasury method
747,4962,682,121 
Diluted number of shares - Diluted EPS basis50,754,57456,162,459

Shares issued as at June 30, before Treasury stocks
53,728,89557,854,895
Treasury stocks as of June 30,
(5,178,442)(5,527,535)
Shares outstanding as of June 30, after Treasury stocks
48,550,45352,327,360

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CRITEO S.A.
Supplemental Financial Information and Operating Metrics
(U.S. dollars in thousands except where stated, unaudited)

YoYChangeQoQ ChangeQ22026Q12026Q42025Q32025Q22025Q12025Q42024Q32024Q22024

Clients(2)%1%16,75216,52816,78616,97717,14217,08417,26917,16217,744

Revenue (11)%1%428,018424,639541,136469,660482,671451,434553,035458,892471,307
Americas(12)%11%175,983158,629241,987201,978199,797192,908274,620206,816212,374
EMEA(8)%(2)%171,349175,330202,901174,335185,955164,861183,372161,745168,496
APAC(17)%(11)%80,68690,68096,24893,34796,91993,66595,04390,33190,437

Revenue(11)%1%428,018424,639541,136469,660482,671451,434553,035458,892471,307
Retail Media(21)%16%47,90741,27176,34767,11460,91359,49891,88960,76554,777
Performance Media(10)%(1)%380,111383,368464,789402,546421,758391,936461,146398,127416,530

TAC(9)%(1)%172,545174,271211,094181,526190,602187,062218,636192,789204,214
Retail Media (18)%8%7396821,7278499047081,6611,182911
Performance Media(9)%(1)%171,806173,589209,367180,677189,698186,354216,975191,607203,303

Contribution ex-TAC (1)
(13)%2%255,473250,368330,042288,134292,069264,372334,399266,103267,093
Retail Media (21)%16%47,16840,58974,62066,26560,00958,79090,22859,58353,866
Performance Media(10)%(1)%208,305209,779255,422221,869232,060205,582244,171206,520213,227

Cash flow from (used for) operating activities NM(58)%20,29948,207160,68889,600(1,397)62,341169,45457,50317,187

Capital expenditures66%80%57,81832,20726,49522,25834,88217,09123,39418,89921,119

Net cash position 22%(21)%252,341320,302342,359255,335206,024286,171290,943283,990291,698

Headcount(2)%—%3,5433,5533,6493,6503,6213,5333,5073,5043,498

Days Sales Outstanding (days - end of month)
(7) days(2) days586057646568626564

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