Criteo Q3 2026 earnings: net income falls 85%
Criteo reported $787.7 million in financial liquidity as of September 30, 2026, while its planned U.S. domicile transfer remains subject to shareholder approval.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Criteo S.A. reported third-quarter 2026 revenue of $416.5 million, down 11% year over year, as Performance Media and Retail Media both declined. Gross profit fell 19% to $207.7 million; net income was $6.1 million, down 85%, and adjusted EBITDA was $64.5 million, down 39%.
Operating cash flow was $56.9 million for the quarter. Total financial liquidity was $787.7 million as of September 30, 2026, including $274.8 million in cash and cash equivalents and $50.7 million in marketable securities. Criteo repurchased $65.4 million of shares during the first nine months of 2026.
Criteo completed its conversion from France to Luxembourg on July 29, 2026, terminated its ADS structure and listed ordinary shares directly on Nasdaq. A subsequent transfer of legal domicile to the United States via merger is expected to be completed on January 1, 2027, subject to shareholder approval and other customary conditions.
0 points · 0 major0 major · 4 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointThird-quarter revenue fell 11% to $416.5 million.
- Moderate pointThird-quarter net income fell 85% to $6.1 million.
- Moderate pointThird-quarter adjusted EBITDA fell 39% to $64.5 million.
- Moderate pointNine-month operating cash flow declined to $125.4 million from $150.5 million.
Filing Explained
Court approval remains pending for settlement terms that include Criteo’s approximately $2.0 million CVS payment; a separate case carries a $7.0 million accrual.
The filing reports two settlement matters still awaiting final court action: Criteo has recorded a
An amendment to the revolving credit facility on
Criteo’s interim goodwill test found both reporting units’ estimated fair values above carrying values, so no impairment was recorded; headroom was lower than at the previous annual test, and the filing says later changes in expectations or market conditions could lead to impairment in a future period.
Key Figures
Revenue: $416.5 million; down 11%
Net income: $6.1 million; down 85%
Adjusted EBITDA: $64.5 million; down 39%
+4 more
7 metrics
Revenue
$416.5 million; down 11%
Three months ended September 30, 2026, compared with the same period in 2025
Net income
$6.1 million; down 85%
Three months ended September 30, 2026, compared with the same period in 2025
Adjusted EBITDA
$64.5 million; down 39%
Three months ended September 30, 2026, compared with the same period in 2025
Operating cash flow
$56.9 million
Three months ended September 30, 2026
Total financial liquidity
$787.7 million
As of September 30, 2026
Share repurchases
$65.4 million
Nine months ended September 30, 2026
Expected capital expenditures
Approximately $180 million
2026
Key Terms
Contribution ex-TAC, Traffic acquisition costs, constant currency basis, average CPM, +1 more
5 terms
Contribution ex-TAC financial
"Contribution ex-TAC decreased (17)%"
Traffic acquisition costs financial
"Traffic acquisition costs decreased by (3)%"
Traffic acquisition costs are the money a company spends to bring visitors or users to its website, app or platform—things like advertising fees, partner payments, or search-engine placement charges. Think of it as the cost of buying foot traffic for a store: higher costs mean each new user is more expensive, so investors watch this number to judge whether growth is affordable, sustainable and likely to lead to profits.
constant currency basis financial
"Revenue decreased by (11)%, or (10)% on a constant currency basis"
A "constant currency basis" is a way companies compare financial results by removing the effects of changing exchange rates between different currencies. It helps show how the business is really performing, without the confusion caused by currency value swings, much like adjusting for inflation to see true growth.
average CPM financial
"a 17% increase in the average CPM for inventory purchased"
multicurrency revolving credit facility financial
"amended its multicurrency revolving credit facility"
A multicurrency revolving credit facility is a bank line of credit that lets a company borrow, repay and borrow again up to a set limit in more than one currency, much like a business credit card that works in different countries. It matters to investors because it provides short‑term cash flexibility, helps manage currency needs and interest costs, and reduces the risk of running short of funds — all of which affect a company’s liquidity and financial stability.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was CRTO's revenue in Q3 2026?
Criteo reported revenue of $416.5 million for the three months ended September 30, 2026, down 11% from the same period in 2025. Performance Media and Retail Media revenue both declined.
What were CRTO's net income and adjusted EBITDA in Q3 2026?
Criteo reported $6.1 million in net income and $64.5 million in adjusted EBITDA for the three months ended September 30, 2026; those figures were down 85% and 39%, respectively, year over year.
What drove CRTO's revenue decline in Q3 2026?
Criteo attributed Performance Media weakness largely to reduced spending from several large enterprise clients. Retail Media revenue reflected previously communicated scope changes with two clients, partially offset by continued strength in Retail Media onsite.
How much does CRTO expect to spend on capital expenditures in 2026?
Criteo expects capital expenditures to be approximately $180 million in 2026, as it plans to build, reshape and maintain data-center equipment capacity in all regions and continue investing in its Commerce Intelligence Platform.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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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 September 30, 2026
or
| 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
(Exact name of registrant as specified in its charter)
Not Applicable | |||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
+352 27 866850
(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 | ||||||||||||
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.
| ☒ | 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 October 30, 2026, the registrant had 49,214,439 ordinary shares, nominal value €0.025 per share, outstanding.
TABLE OF CONTENTS
PART I | FINANCIAL INFORMATION | ||||||||||
Item 1 | Unaudited Financial Statements as of September 30, 2026 | ||||||||||
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 Shareholders' Equity (Unaudited) | 5 | ||||||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) | 7 | ||||||||||
Notes to Condensed Consolidated Financial Statements (Unaudited) | 8 | ||||||||||
Item 2 | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26 | |||||||||
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 42 | |||||||||
Item 4 | Controls and Procedures | 43 | |||||||||
PART II | OTHER INFORMATION | ||||||||||
Item 1 | Legal Proceedings | 44 | |||||||||
Item 1A | Risk Factors | 44 | |||||||||
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 49 | |||||||||
Item 5 | Other Information | 49 | |||||||||
Item 6 | Exhibits | 50 | |||||||||
Signatures | 52 | ||||||||||
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 this quarterly report, 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)
(UNAUDITED)
Notes | September 30, 2026 | December 31, 2025 | ||||||||||||
| (in thousands) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | 4 | $ | $ | |||||||||||
Trade receivables, net of allowances of $ | 5 | |||||||||||||
| Income taxes | 13 | |||||||||||||
| Other taxes | ||||||||||||||
| Marketable securities - current portion | 4 | |||||||||||||
| Prepaid expenses and other current assets | 7 | |||||||||||||
| Total current assets | ||||||||||||||
Property and equipment, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Goodwill | 6 | |||||||||||||
| Right of use assets - operating leases | 9 | |||||||||||||
| Marketable securities - noncurrent portion | 4 | |||||||||||||
| Noncurrent financial assets | ||||||||||||||
| Deferred tax assets | ||||||||||||||
| Other noncurrent assets | 7 | |||||||||||||
| Total noncurrent assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities and shareholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Trade payables | $ | $ | ||||||||||||
| Contingencies - current portion | 15 | |||||||||||||
| Income taxes | 13 | |||||||||||||
| Financial liabilities - current portion | ||||||||||||||
| Lease liability - operating - current portion | 9 | |||||||||||||
| Other taxes | ||||||||||||||
| Employee - related payables | ||||||||||||||
| Other current liabilities | 8 | |||||||||||||
| Total current liabilities | ||||||||||||||
| Deferred tax liabilities | ||||||||||||||
| Defined benefit plans | 10 | |||||||||||||
| Lease liability - operating - noncurrent portion | 9 | |||||||||||||
| Contingencies - noncurrent portion | 15 | |||||||||||||
| Other noncurrent liabilities | 8 | |||||||||||||
| Total noncurrent liabilities | ||||||||||||||
| Total liabilities | $ | $ | ||||||||||||
| Shareholders' equity: | ||||||||||||||
Common shares, € | $ | $ | ||||||||||||
Treasury stock, | ( | ( | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Retained earnings | ||||||||||||||
Equity attributable to the shareholders of Criteo S.A. | ||||||||||||||
| Noncontrolling interests | ||||||||||||||
| Total shareholders' equity | ||||||||||||||
| Total liabilities and shareholders' equity | $ | $ | ||||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
2
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(UNAUDITED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| Notes | September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||||||||||
(in thousands, except per share data) | |||||||||||||||||||||||||||||
| Revenue | 16 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Cost of revenue: | |||||||||||||||||||||||||||||
| Traffic acquisition costs | |||||||||||||||||||||||||||||
| Other cost of revenue | |||||||||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||||||||
| Sales and operations expenses | |||||||||||||||||||||||||||||
| General and administrative expenses | |||||||||||||||||||||||||||||
| Total operating expenses | |||||||||||||||||||||||||||||
| Income from operations | |||||||||||||||||||||||||||||
| Financial and other income (expense) | 12 | ( | |||||||||||||||||||||||||||
Income before taxes | |||||||||||||||||||||||||||||
| Provision for income taxes | 13 | ||||||||||||||||||||||||||||
Net Income | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income attributable to shareholders of Criteo S.A. | $ | $ | $ | $ | |||||||||||||||||||||||||
| Net income attributable to noncontrolling interests | $ | $ | $ | $ | |||||||||||||||||||||||||
| Weighted average shares outstanding used in computing per share amounts: | |||||||||||||||||||||||||||||
| Basic | 14 | ||||||||||||||||||||||||||||
| Diluted | 14 | ||||||||||||||||||||||||||||
Net income allocated to shareholders per share: | |||||||||||||||||||||||||||||
| Basic | 14 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Diluted | 14 | $ | $ | $ | $ | ||||||||||||||||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
3
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(UNAUDITED)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||||||||||
| Foreign currency translation differences, net of taxes | ( | ( | |||||||||||||||||||||
| Actuarial gains on employee benefits, net of taxes | |||||||||||||||||||||||
| Other comprehensive income (loss) | $ | $ | ( | $ | ( | $ | |||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Attributable to shareholders of Criteo S.A. | $ | $ | $ | $ | |||||||||||||||||||
Attributable to noncontrolling interests | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
4
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 | $ | ( | $( | $ | $( | $ | $ | $ | $ | ||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | ||||||||||||||||||||||||||||||
Change in treasury stocks(*) | — | — | ( | ( | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | ( | $( | $ | $( | $ | $ | $ | $ | ||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Other comprehensive loss | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Change in treasury stocks(*) | — | — | ( | ( | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ( | ( | ( | ||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | ( | $( | $ | $( | $ | $ | $ | $ | ||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | ( | — | ( | ( | ( | |||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||
Change in treasury stocks(*) | — | — | ( | — | ( | ( | — | ( | |||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ( | ||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | ( | $( | $ | $( | $ | $ | $ | $ | ||||||||||||||||||||||||||
(*) 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 3,643,186 shares repurchased at a weighted average price of $31.69 offset by 1,804,866 treasury shares used for RSUs vesting.
5
| 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 | $ | ( | $( | $ | $( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Change in treasury stocks(*) | — | — | ( | ( | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | ( | $( | $ | $( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Change in treasury stocks(*) | ( | ( | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ( | ( | — | ( | ||||||||||||||||||||||||||||
| Balance at June 30, 2026 | $ | ( | $( | $ | $( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Net income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Change in treasury stocks(*) | ( | ( | ( | — | ( | ( | — | ( | ||||||||||||||||||||||||||||||
| Share-Based Compensation | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Other changes in equity | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | ( | $( | $ | $( | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(*) 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 3,533,779 shares repurchased at a weighted average price of $18.51 offset by 1,446,695 treasury shares used for RSUs vesting and by 6,431,000 treasury shares cancelled.
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
6
CRITEO S.A.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
Cash flows from operating activities | ||||||||||||||
Net income | $ | $ | ||||||||||||
| Noncash and nonoperating items | ||||||||||||||
| - Amortization and provisions | ||||||||||||||
| - Equity awards compensation expense | ||||||||||||||
| - Gain on disposal of and impairment of long-lived assets | ( | ( | ||||||||||||
| - Change in uncertain tax positions | ||||||||||||||
| - Change in deferred taxes | ||||||||||||||
| - Change in income taxes | ( | ( | ||||||||||||
| - Other | ||||||||||||||
| Changes in assets and liabilities: | ( | ( | ||||||||||||
| - Trade receivables | ||||||||||||||
| - Trade payables | ( | ( | ||||||||||||
- Other assets | ( | |||||||||||||
- Other liabilities | ( | ( | ||||||||||||
- Operating lease liabilities and right of use assets | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities | ||||||||||||||
Acquisition of intangible assets, property and equipment | ( | ( | ||||||||||||
| Disposal of intangible assets, property and equipment | ||||||||||||||
| Purchases of investment securities | ( | ( | ||||||||||||
| Maturities and sales of investment securities | ||||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities | ||||||||||||||
| Proceeds from exercise of stock options | ||||||||||||||
| Repurchase of treasury stocks | ( | ( | ||||||||||||
| Change in other financing activities | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rates changes on cash and cash equivalents | ( | |||||||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ( | ||||||||||||
| Net cash and cash equivalents and restricted cash at the beginning of the period | ||||||||||||||
| Net cash and cash equivalents and restricted cash at the end of the period | $ | $ | ||||||||||||
| Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Restricted cash, included in other current assets | $ | $ | ||||||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||||||||||||
| Cash paid for taxes, net of refunds | $ | ( | $ | ( | ||||||||||
| Cash paid for interest | $ | ( | $ | ( | ||||||||||
| Noncash investing and financing activities | ||||||||||||||
| Intangible assets, property and equipment acquired through payables | $ | $ | ||||||||||||
The accompanying notes form an integral part of these unaudited condensed consolidated financial statements.
7
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 July 29, 2026, Criteo completed its corporate redomiciliation from France to Luxembourg via the cross-border conversion (the "Conversion") of Criteo S.A. from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). In connection with the Conversion, Criteo terminated its American Depositary Share ("ADSs") structure and listed its ordinary shares (the "Ordinary Shares") directly on Nasdaq. Following the Conversion and completion of the Company's works council consultation, Criteo's board of directors approved the subsequent transfer of the Company's legal domicile from Luxembourg to the United States, which will be achieved via a cross-border merger of the Company with and into a wholly owned U.S. subsidiary, which is expected to be completed on January 1, 2027, subject to shareholder approval and other customary conditions.
Lux Criteo is a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 Place de la Gare, L-1616, Luxembourg Grand Duchy of Luxembourg.
We are a global technology company that enables marketers and media owners to drive better commerce outcomes. We leverage commerce data and artificial intelligence ("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".
8
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 Unaudited Condensed 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 as of 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 significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Reclassifications
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.
9
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 | $ | ||||
| Restructuring charges | |||||
| Amounts paid | ( | ||||
Restructuring liability as of September 30, 2026 | $ | ||||
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 $9.9 million during the period ended September 30, 2026, primarily reflected within Sales and Operations and General and Administrative expenses.
Note 3. Segment information
The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. The Company reports its results of operations through the following two
–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 with any other expense or financial information for our two
The following table shows revenue by reportable segment:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Retail Media | $ | $ | $ | $ | |||||||||||||
| Performance Media | |||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||
10
The following table shows TAC by reportable segment:
| Three Months Ended | Nine Months Ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| (in thousands) | |||||||||||||||||
| Retail Media | $ | $ | $ | $ | |||||||||||||
| Performance Media | |||||||||||||||||
| Total Traffic Acquisition Costs | $ | $ | $ | $ | |||||||||||||
The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Contribution ex-TAC | ||||||||||||||||||||
| Retail Media | $ | $ | $ | $ | ||||||||||||||||
| Performance Media | ||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||
Other cost of revenue | ||||||||||||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||||||
| Operating expenses | ||||||||||||||||||||
| Research and development expenses | $ | $ | $ | $ | ||||||||||||||||
| Sales and operations expenses | ||||||||||||||||||||
| General and administrative expenses | ||||||||||||||||||||
| Total Operating expenses | $ | $ | $ | $ | ||||||||||||||||
| Income from operations | $ | $ | $ | $ | ||||||||||||||||
| Financial and other income (loss) | ( | |||||||||||||||||||
| Income before tax | $ | $ | $ | $ | ||||||||||||||||
11
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:
| September 30, 2026 | December 31, 2025 | ||||||||||||||||
| (in thousands) | |||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||
| Level 1 | |||||||||||||||||
| Cash | $ | $ | |||||||||||||||
| Money Market funds | |||||||||||||||||
| Level 2 | |||||||||||||||||
| Commercial paper | |||||||||||||||||
| Term deposits | |||||||||||||||||
| Structured debt securities | |||||||||||||||||
| Total | $ | $ | |||||||||||||||
Investment Securities
The following table presents for each reporting period, the breakdown of held-to-maturity investment securities held at amortized cost basis:
| September 30, 2026 | December 31, 2025 | |||||||||||||
| (in thousands) | ||||||||||||||
| Securities Held-to-maturity | ||||||||||||||
| Commercial paper | $ | $ | ||||||||||||
| Structured debt securities | ||||||||||||||
| Corporate debt securities | ||||||||||||||
| Total | $ | $ | ||||||||||||
The gross unrealized gains or (losses) on our investment securities were not material as of September 30, 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 | |||||||||||
| September 30, 2026 | |||||||||||
| (in thousands) | |||||||||||
| Due in one year | $ | ||||||||||
| Due in one to five years | |||||||||||
| Total | $ | ||||||||||
12
Note 5. Trade Receivables
The following table shows the breakdown in trade receivables net carrying value for the presented periods:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Trade accounts receivables | $ | $ | |||||||||
| (Less) Allowance for doubtful accounts | ( | ( | |||||||||
| Net carrying value at end of period | $ | $ | |||||||||
Note 6. Goodwill
Goodwill allocated to the two reportable segments and changes in its carrying amount for the nine months ended September 30, 2026, were as follows:
| Retail Media | Performance Media | Total | |||||||||||||||
| (in thousands) | |||||||||||||||||
Balance at January 1, 2026 | $ | $ | $ | ||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||
Balance at September 30, 2026 | $ | $ | $ | ||||||||||||||
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:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
Prepayments to suppliers | $ | $ | |||||||||
Other current assets | |||||||||||
Total | $ | $ | |||||||||
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 September 30, 2026 and December 31, 2025 the capitalized implementation costs were $26.6 million and $25.6 million, respectively, and amortization expense related to these costs was $6.1 million and $6.2 million for the nine months ended September 30, 2026 and September 30, 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 September 30, 2026 and December 31, 2025, restricted cash was $0.7 million and $0.3 million, respectively.
Other noncurrent assets as of September 30, 2026 and December 31, 2025 of $41.1 million and $45.7 million, respectively, are primarily comprised of the indemnification asset of $33.0 million and $37.2 million, respectively, recorded against certain tax liabilities related to the Iponweb Acquisition in 2022.
13
Note 8. Other Current and Noncurrent Liabilities
Other current liabilities are presented in the following table:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Rebates | $ | $ | |||||||||
Customer prepayments and deferred revenue | |||||||||||
| Accounts payable relating to capital expenditures | |||||||||||
| Other creditors | |||||||||||
| Total | $ | $ | |||||||||
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:
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Uncertain tax positions | $ | $ | |||||||||
| Other | |||||||||||
| Total | $ | $ | |||||||||
Note 9. Leases
The components of lease expense are as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||||||||
Lease expense | $ | $ | $ | $ | |||||||||||||||||||
| Short term lease expense | |||||||||||||||||||||||
| Variable lease expense | |||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | |||||||||||||||||||
| Total operating lease expense | $ | $ | $ | $ | |||||||||||||||||||
14
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 | $ | ||||
Service cost | |||||
Interest cost | |||||
Actuarial gains | ( | ||||
Currency translation adjustment | |||||
Accumulated postretirement benefit obligation at December 31, 2025 | $ | ||||
Service cost | |||||
Interest cost | |||||
Actuarial gains | ( | ||||
Currency translation adjustment | ( | ||||
Accumulated postretirement benefit obligation at September 30, 2026 | $ | ||||
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:
| Nine Months Ended | Year Ended | ||||||||||
| September 30, 2026 | December 31, 2025 | ||||||||||
Discount rate (Corp AA) | |||||||||||
Expected rate of salary increase | |||||||||||
Expected rate of social charges | |||||||||||
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 | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||
(in thousands) | ||||||||||||||||||||
Defined contribution plan expenses | $ | $ | $ | $ | ||||||||||||||||
15
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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
Research and Development | $ | $ | $ | $ | |||||||||||||||||||
Sales and Operations | |||||||||||||||||||||||
General and Administrative | |||||||||||||||||||||||
| Total Share based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
Share based Compensation capitalized as internal-use software costs | ( | ( | ( | ( | |||||||||||||||||||
| Total Share based compensation expense net of capitalization | $ | $ | $ | $ | |||||||||||||||||||
Restricted Stock Units and Performance Stock Units
During the nine months ended September 30, 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 ("PSU") for the Company’s senior executives.
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 September 30, 2026:
| Shares (RSU) | Weighted-Average Grant date Fair Value Per Share | ||||||||||
Outstanding as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding as of September 30, 2026 | $ | ||||||||||
As of September 30, 2026, the Company had unrecognized stock-based compensation relating to restricted stock units of approximately $73.4 million, which is expected to be recognized over a weighted-average period of 3.2 years.
16
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 0 % 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 September 30, 2026 (1):
Shares (Financial PSU) | Weighted-Average Grant date Fair Value Per Share | ||||||||||
Outstanding as of December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
Performance share adjustment | ( | ||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding as of September 30, 2026 | $ | ||||||||||
As of September 30, 2026, the Company had unrecognized stock-based compensation related to performance stock units of approximately $2.2 million, which is expected to be recognized over a weighted-average period of 1.4 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 0 % 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 September 30, 2026:
Shares (TSR PSU) | Weighted-Average Grant date Fair Value Per Share | ||||||||||
Outstanding as of December 31, 2025 | $ | ||||||||||
Granted | |||||||||||
| Vested | ( | ||||||||||
| Forfeited | ( | ||||||||||
Outstanding as of September 30, 2026 | $ | ||||||||||
(1) The number of Financial PSUs granted during the nine months ended September 30, 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.
17
The grant-date fair value is approximately $8.9 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 | % | ||||
| Expected volatility of the benchmark | % | ||||
| Risk-free rate | % | ||||
| Expected dividend yield | % | ||||
As of September 30, 2026, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $6.7 million, which is expected to be recognized over a weighted-average period of 2.2 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 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Canceled | |||||||||||||||||||||||
| Expired | ( | ||||||||||||||||||||||
Outstanding as of September 30, 2026 | $ | $ | |||||||||||||||||||||
Vested and exercisable - September 30, 2026 | |||||||||||||||||||||||
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 September 30, 2026, there were no exercises of nonemployee warrants.
18
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 | $ | $ | |||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | |||||||||||||||||||||||
| Options forfeited | |||||||||||||||||||||||
| Options canceled | |||||||||||||||||||||||
| Options expired | ( | ||||||||||||||||||||||
Outstanding as of September 30, 2026 | $ | $ | |||||||||||||||||||||
Vested and exercisable as of September 30, 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 nil and $0.4 million for the period ended September 30, 2026, and December 31, 2025, respectively.
No new stock options were granted in the period ending September 30, 2026. As of September 30, 2026, there is no remaining unrecognized stock-based compensation related to unvested stock options.
19
Note 12. Financial and Other Income and Expenses
The condensed consolidated statements of income line item “Financial and Other Income (expense)” can be broken down as follows:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Financial income from cash equivalents | $ | $ | $ | $ | ||||||||||||||||
| Interest and fees | ( | ( | ( | ( | ||||||||||||||||
| Foreign exchange income (expense) | ( | ( | ( | ( | ||||||||||||||||
| Other financial income (expense) | ( | ( | ||||||||||||||||||
| Total financial and other income (expense) | $ | $ | ( | $ | $ | |||||||||||||||
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.
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 nine months ended September 30, 2026, the Company will continue to assess the ongoing impact as additional guidance becomes available.
The following table presents provision for income taxes:
| Nine Months Ended | |||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Provision for Income taxes | $ | $ | |||||||||
For the nine months ended September 30, 2026, the provision for income taxes includes $6.2 million of discrete income tax expense arising from taxable capital gains in certain jurisdictions following the transfer of operating subsidiaries from Criteo S.A. to Criteo Technology as previously disclosed in our Form 10-Q for the quarter ended June 30, 2026.
20
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 | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||
Net income attributable to shareholders of Criteo S.A. | $ | $ | $ | $ | ||||||||||||||||
Weighted average number of shares outstanding of Criteo S.A. | ||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||
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 September 30, 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 | Nine Months Ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| Net income attributable to shareholders of Criteo S.A. | $ | $ | $ | $ | |||||||||||||
| Basic shares: | |||||||||||||||||
| Weighted average number of shares outstanding of Criteo S.A. | |||||||||||||||||
| Dilutive effect of: | |||||||||||||||||
RSUs and PSUs | |||||||||||||||||
Stock options | |||||||||||||||||
| Share warrants | |||||||||||||||||
| Diluted shares: | |||||||||||||||||
| Weighted average number of shares outstanding used to determine diluted earnings per share | |||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | |||||||||||||
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:
| Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | |||||||||||||
| Restricted share awards | ||||||||||||||
| Weighted average number of anti-dilutive securities excluded from diluted earnings per share | ||||||||||||||
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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 evaluate developments relating to these matters on a regular basis and accrue a liability based on management’s best estimate when we believe a loss is probable and the amount can be reasonably estimated. For matters that do not include an estimate of the amount or range of possible loss, such amount or range cannot be reasonably estimated or is not individually material. We do not believe that the ultimate resolution of these matters will, individually or in the aggregate, 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.
Legal and Regulatory matters
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 parties then entered into the settlement agreement, and plaintiffs filed an Unopposed Motion for Preliminary Approval of Class Settlement on June 1, 2026. The court granted preliminary approval in September 2026, and a final approval hearing is scheduled for February 2027. 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 September 30, 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 24, 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 plaintiffs filed a stipulation to dismiss the case. Mediation took place on March 17, 2026, and the parties engaged in discussions thereafter. While the Company continues to dispute the allegations of wrongdoing, as of the quarter ended September 30, 2026, it has recorded an accrual of the probable loss related to this matter. In July 2026, the plaintiffs, CVS and the Company executed a class settlement agreement under which CVS will make available a maximum of $20.5 million, and separately the Company and CVS executed a settlement agreement under which the Company agreed to pay CVS approximately $2.0 million. The Company's ultimate payment obligation under its settlement agreement with CVS will depend on the outcome of the court approval process, and may differ from the amount accrued as of September 30, 2026. The Company does not believe that 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 against the Company. The plaintiffs allege that certain features of the Company's Commerce Media Platform and related technologies infringe four U.S. patents. The plaintiffs seek damages and injunctive relief. The plaintiffs have brought related actions against other companies in the advertising technology sector. In July 2026, the Court consolidated this action for pretrial purposes with related actions. In a related matter, during the third quarter of 2026, the Company conditionally agreed to indemnify Zeta Global Holdings Corp. ("Zeta") and its affiliate, LiveIntent, Inc., as required under the software license agreement between the parties, in connection with a separate action filed against Zeta and LiveIntent in 2024 by AlmondNet, Inc., Datonics, LLC, and Intent IQ, LLC in the U.S. District Court for the District of Delaware. The plaintiffs in that action allege that certain features of the technology used by Zeta, which was originally developed by the Company’s subsidiary Iponweb, infringe two U.S. patents. The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters.
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Non-income tax risks
For the nine months ended September 30, 2026, the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, as of September 30, 2026 and December 31, 2025, respectively, was $23.6 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.
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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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Retail Media | $ | $ | $ | $ | |||||||||||||||||||
| Commerce Growth | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Performance Media | |||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | |||||||||||||||||||
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 | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Americas | $ | $ | $ | $ | ||||||||||||||||
| United States | ||||||||||||||||||||
| EMEA | $ | $ | $ | $ | ||||||||||||||||
| Germany | ||||||||||||||||||||
| France | ||||||||||||||||||||
| Asia-Pacific | $ | $ | $ | $ | ||||||||||||||||
| Japan | ||||||||||||||||||||
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) | |||||||||||||||||||||||
| September 30, 2026 | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
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Note 17. Subsequent Events
Changes to the Board of Directors
Effective October 28, 2026, Jianchang “JC” Mao was appointed to the Company’s Board of Directors as an independent director, succeeding Edmond Mesrobian, who had served on the Board since 2017.
25
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 ("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 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, 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 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.
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Current quarter financial highlights
For the three months ended September 30, 2026, revenue decreased by (11)% to $416.5 million, compared to the same period in the prior year, due to decreases in Performance Media reflecting soft performance in Commerce Growth largely driven by reduced spending from several large enterprise clients, and Retail Media reflecting the headwind from previously communicated scope changes with two clients. At constant currency, revenue decreased by (10)%.
Gross profit for the three months ended September 30, 2026 decreased by (19)% to $207.7 million, compared to the same period in the prior year, primarily due to lower revenue in Performance Media and in Retail Media.
Contribution ex-TAC for the three months ended September 30, 2026 decreased by (17)% to $240.4 million, compared to the same period in the prior year, due to decreases in Performance Media and Retail Media. At constant currency, Contribution ex-TAC decreased by (15)%.
Net income for the three months ended September 30, 2026 decreased by (85)% to $6.1 million, primarily driven by lower gross profit due to lower revenue, partially offset by lower operating expenses, primarily reflecting disciplined resource allocation, lower share-based compensation expense, and a lower bonus accrual.
Adjusted EBITDA for the three months ended September 30, 2026 decreased by (39)% to $64.5 million, compared to the same period in the prior year, primarily due to lower revenue and lower Contribution ex-TAC due to softness in Performance Media and the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by lower employee costs.
Net cash provided by operating activities was $56.9 million for the three months ended September 30, 2026, compared to $89.6 million in the same period in the prior year. This decrease primarily reflects lower net income, partially offset by an increase in net working capital compared to the same period in the prior year.
Trends, Opportunities, Risks 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 our risk factor section in Part II, Item 1A of this Form 10-Q and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Due to the decline in the Company's stock price over recent months, which resulted in its market capitalization falling below the aggregate carrying value of its reporting units as of September 30, 2026, the Company performed an interim quantitative goodwill impairment test of the Performance Media and Retail Media reporting units as of that date.
The estimated fair values of the reporting units were determined using a discounted cash flow methodology, incorporating management's projections of future operating performance and significant assumptions, including long-term growth rates and discount rates. In evaluating the reasonableness of these estimates, the Company also considered other available market and valuation information relevant to the reporting units. Based on this assessment, the estimated fair values of both reporting units continued to exceed their respective carrying values, albeit with lower headroom compared to the previous annual impairment assessment. Accordingly, no goodwill impairment was recorded.
The valuation remains subject to uncertainty, particularly given current market conditions and the sensitivity to underlying assumptions. Changes in business expectations, including further reductions in projected revenue or margins, a continued decline in the Company's stock price or market capitalization, or additional information becoming available in subsequent periods could adversely affect the assessment and result in goodwill impairment in future periods. The Company will continue to monitor operating performance, market capitalization and other relevant factors for indicators of potential impairment.
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 our advertisers and 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 advertising engine and providing full funnel closed loop measurement to our clients, we believe we are
27
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.
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Results of Operations for the Periods Ended September 30, 2026 and September 30, 2025 (Unaudited)
Revenue
Revenue breakdown by segment
| Three Months Ended | Nine Months Ended | |||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | |||||||||||||||
(in thousands, except percentages) | ||||||||||||||||||||
| Revenue as reported | 416,469 | 469,660 | (11)% | 1,269,126 | 1,403,765 | (10)% | ||||||||||||||
| Conversion impact U.S. dollar/other currencies | 6,981 | (6,201) | ||||||||||||||||||
| Revenue at constant currency | $ | 423,450 | $ | 469,660 | (10)% | $ | 1,262,925 | $ | 1,403,765 | (10)% | ||||||||||
| Retail Media revenue as reported | 51,917 | 67,114 | (23)% | 141,095 | 187,525 | (25)% | ||||||||||||||
| Conversion impact U.S. dollar/other currencies | 155 | (718) | ||||||||||||||||||
| Retail Media revenue at constant currency | $ | 52,072 | $ | 67,114 | (22)% | $ | 140,377 | $ | 187,525 | (25)% | ||||||||||
| Performance Media revenue as reported | 364,552 | 402,546 | (9)% | 1,128,031 | 1,216,240 | (7)% | ||||||||||||||
| Conversion impact U.S. dollar/other currencies | 6,825 | (5,483) | ||||||||||||||||||
| Performance Media revenue at constant currency | $ | 371,377 | $ | 402,546 | (8)% | $ | 1,122,548 | $ | 1,216,240 | (8)% | ||||||||||
Revenue for the three months ended September 30, 2026 decreased (11)%, or (10)% on a constant currency basis, to $423.4 million compared to the three months ended September 30, 2025, reflecting decreases in Performance Media and Retail Media.
Retail Media revenue decreased (23)%, or (22)% on a constant currency basis, to $52.1 million for the three months ended September 30, 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 (9)%, or (8)% on a constant currency basis, to $371.4 million for the three months ended September 30, 2026, primarily due to soft performance in Commerce Growth and lower AdTech services, partially offset by an increase in our Supply Side Platform.
Additionally, our $416.5 million of revenue for the three months ended September 30, 2026 was negatively impacted by $7.0 million of currency fluctuations, particularly as a result of the slight depreciation of the Japanese Yen and the Euro compared to the U.S. dollar.
In the three months ended September 30, 2026, 94% of revenue came from existing clients while 6% came from new client additions.
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Revenue for the nine months ended September 30, 2026 decreased (10)%, or (10)% on a constant currency basis, to $1,262.9 million compared to the nine months ended September 30, 2025, reflecting decreases in Performance Media and Retail Media.
Retail Media revenue decreased (25)%, or (25)% on a constant currency basis, to $140.4 million for the nine months ended September 30, 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 (7)%, or (8)% on a constant currency basis, to $1,122.5 million for the nine months ended September 30, 2026, primarily due to soft performance in Commerce Growth and our Supply Side Platform.
Additionally, our $1,269.1 million of revenue for the nine months ended September 30, 2026 was positively impacted by $6.2 million of currency fluctuations, particularly as a result of the appreciation of the Euro and the Brazilian Real compared to the U.S. dollar.
In the nine months ended September 30, 2026, 93% of revenue came from existing clients while 7% came from new client additions.
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Revenue breakdown by region
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
(in thousands, except percentages) | |||||||||||||||||||||||
| Revenue as reported | 416,469 | 469,660 | (11)% | 1,269,126 | 1,403,765 | (10)% | |||||||||||||||||
| Conversion impact U.S. dollar / other currencies | 6,981 | — | (6,201) | — | |||||||||||||||||||
| Revenue at constant currency | $ | 423,450 | $ | 469,660 | (10)% | $ | 1,262,925 | $ | 1,403,765 | (10)% | |||||||||||||
| Americas | |||||||||||||||||||||||
| Revenue as reported | 173,986 | 201,978 | (14)% | 508,598 | 594,683 | (14)% | |||||||||||||||||
| Conversion impact U.S. dollar / other currencies | (485) | — | (3,524) | — | |||||||||||||||||||
Revenue at constant currency | $ | 173,501 | $ | 201,978 | (14)% | $ | 505,074 | $ | 594,683 | (15)% | |||||||||||||
| EMEA | |||||||||||||||||||||||
| Revenue as reported | 159,190 | 174,335 | (9)% | 505,869 | 525,151 | (4)% | |||||||||||||||||
| Conversion impact U.S. dollar / other currencies | 2,498 | — | (14,375) | — | |||||||||||||||||||
Revenue at constant currency | $ | 161,688 | $ | 174,335 | (7)% | $ | 491,494 | $ | 525,151 | (6)% | |||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| Revenue as reported | 83,293 | 93,347 | (11)% | 254,659 | 283,931 | (10)% | |||||||||||||||||
| Conversion impact U.S. dollar / other currencies | 4,968 | — | 11,698 | — | |||||||||||||||||||
| Revenue at constant currency | $ | 88,261 | $ | 93,347 | (5)% | $ | 266,357 | $ | 283,931 | (6)% | |||||||||||||
Our revenue in the Americas region decreased (14)%, or (14)% on a constant currency basis, to $173.5 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients, and soft Retail and Travel trends for Performance Media.
Our revenue in the EMEA region decreased (9)%, or (7)% on a constant currency basis, to $161.7 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by continued traction in Retail Media.
Our revenue in the Asia-Pacific region decreased (11)%, or (5)% on a constant currency basis, to $88.3 million for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, reflecting soft trends in Performance Media primarily in Retail and Travel.
Our revenue in the Americas region decreased (14)%, or (15)% on a constant currency basis, to $505.1 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail and Travel trends for Performance Media.
Our revenue in the EMEA region decreased (4)%, or (6)% on a constant currency basis, to $491.5 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by solid growth in Travel in the region for Performance Media and continued traction in Retail Media.
Our revenue in the Asia-Pacific region decreased (10)%, or (6)% on a constant currency basis, to $266.4 million for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Marketplaces and Travel trends in the region.
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Cost of Revenue
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Traffic acquisition costs | 176,108 | 181,526 | (3)% | 522,924 | 559,190 | (6)% | |||||||||||||||||
| Other cost of revenue | 32,696 | 31,651 | 3% | 93,581 | 92,598 | 1% | |||||||||||||||||
| Total cost of revenue | $ | 208,804 | $ | 213,177 | (2)% | $ | 616,505 | $ | 651,788 | (5)% | |||||||||||||
| Revenue % | 50 | % | 45 | % | 49 | % | 46 | % | |||||||||||||||
| Gross profit % | 50 | % | 55 | % | 51 | % | 54 | % | |||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||||||||
Retail Media | 978 | 849 | 15% | 2,399 | 2,461 | (3)% | |||||||||||||||||||||||
| Performance Media | 175,130 | 180,677 | (3)% | 520,525 | 556,729 | (7)% | |||||||||||||||||||||||
| Traffic Acquisition Costs | $ | 176,108 | $ | 181,526 | (3)% | $ | 522,924 | $ | 559,190 | (6)% | |||||||||||||||||||
Total cost of revenue for the three months ended September 30, 2026 decreased $(4.4) million, or (2)%, compared to the three months ended September 30, 2025. This decrease was the result of a decrease of $(5.4) million, or (3)% (or (1)% on a constant currency basis) in traffic acquisition costs, and an increase of $1.0 million, or 3% in other cost of revenue.
Traffic acquisition costs decreased by (3)%, or (1)% at constant currency, compared to the three months ended September 30, 2025. This decrease was driven primarily by a 17% decline in the number of impressions we purchased in Performance Media, partially offset by a 17% increase (or 19% at constant currency) in the average CPM for inventory purchased.
Other cost of revenue increased by $1.0 million, or 3%, for the three months ended September 30, 2026.
Total cost of revenue for the nine months ended September 30, 2026 decreased $(35.3) million, or (5)%, compared to the nine months ended September 30, 2025. This decrease was the result of a decrease of $(36.3) million, or (6)% (or (7)% on a constant currency basis) in traffic acquisition costs, and an increase of $1.0 million in other cost of revenue.
Traffic acquisition costs decreased by (6)%, or (7)% at constant currency, compared to the nine months ended September 30, 2025. This decrease was driven primarily by a 23% decline in the number of impressions we purchased in Performance Media, partially offset by a 22% increase (or 21% at constant currency) in the average CPM for inventory purchased.
Other cost of revenue increased by $1.0 million, or 1%, for the nine months ended September 30, 2026.
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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 | Nine Months Ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
(in thousands) | |||||||||||||||||
| Gross Profit | $ | 207,665 | $ | 256,483 | $ | 652,621 | $ | 751,977 | |||||||||
| Other Cost of Revenue | 32,696 | 31,651 | 93,581 | 92,598 | |||||||||||||
| Contribution ex-TAC | $ | 240,361 | $ | 288,134 | $ | 746,202 | $ | 844,575 | |||||||||
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 | Nine Months Ended | ||||||||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||||||||
| (amounts in thousands, except percentages) | |||||||||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||||||||
| Retail Media | $ | 51,917 | $ | 67,114 | (23)% | $ | 141,095 | $ | 187,525 | (25)% | |||||||||||||||||||
| Performance Media | 364,552 | 402,546 | (9)% | 1,128,031 | 1,216,240 | (7)% | |||||||||||||||||||||||
| Total | $ | 416,469 | $ | 469,660 | (11)% | $ | 1,269,126 | $ | 1,403,765 | (10)% | |||||||||||||||||||
| Contribution ex-TAC | |||||||||||||||||||||||||||||
| Retail Media | $ | 50,939 | $ | 66,265 | (23)% | $ | 138,696 | $ | 185,064 | (25)% | |||||||||||||||||||
| Performance Media | 189,422 | 221,869 | (15)% | 607,506 | 659,511 | (8)% | |||||||||||||||||||||||
| Total | $ | 240,361 | $ | 288,134 | (17)% | $ | 746,202 | $ | 844,575 | (12)% | |||||||||||||||||||
Contribution ex-TAC decreased $(47.8) million, or (17)% for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Performance Media primarily due to soft performance in Commerce Growth and a decrease in Retail Media mainly reflecting the impact of previously communicated scope changes with two specific Retail Media clients.
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Contribution ex-TAC decreased $(98.4) million, or (12)% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Performance Media due to soft performance in Commerce Growth and a decrease in Retail Media, reflecting the impact of previously communicated scope changes with two specific Retail Media clients.
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 | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (amounts in thousands, except percentages) | |||||||||||||||||||||||
| Revenue as reported | $ | 416,469 | $ | 469,660 | (11)% | $ | 1,269,126 | $ | 1,403,765 | (10)% | |||||||||||||
| Conversion impact U.S. dollar/other currencies | 6,981 | — | (6,201) | — | |||||||||||||||||||
| Revenue at constant currency | $ | 423,450 | $ | 469,660 | (10)% | $ | 1,262,925 | $ | 1,403,765 | (10)% | |||||||||||||
| Traffic acquisition costs as reported | $ | 176,108 | $ | 181,526 | (3)% | $ | 522,924 | $ | 559,190 | (6)% | |||||||||||||
| Conversion impact U.S. dollar/other currencies | 2,707 | — | (2,241) | — | |||||||||||||||||||
| Traffic Acquisition Costs at constant currency | $ | 178,815 | $ | 181,526 | (1)% | $ | 520,683 | $ | 559,190 | (7)% | |||||||||||||
| Contribution ex-TAC as reported | $ | 240,361 | $ | 288,134 | (17)% | $ | 746,202 | $ | 844,575 | (12)% | |||||||||||||
| Conversion impact U.S. dollar/other currencies | 4,273 | — | (3,960) | — | |||||||||||||||||||
| Contribution ex-TAC at constant currency | $ | 244,634 | $ | 288,134 | (15)% | $ | 742,242 | $ | 844,575 | (12)% | |||||||||||||
| Other cost of revenue as reported | $ | 32,696 | $ | 31,651 | 3% | $ | 93,581 | $ | 92,598 | 1% | |||||||||||||
| Gross Profit as reported | $ | 207,665 | $ | 256,483 | (19)% | $ | 652,621 | $ | 751,977 | (13)% | |||||||||||||
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Research and Development Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Research and development expenses | $ | 57,205 | $ | 67,678 | (15)% | $ | 198,833 | $ | 208,037 | (4)% | |||||||||||||
| % of revenue | 14 | % | 14 | % | 16 | % | 15 | % | |||||||||||||||
Research and development expenses for the three months ended September 30, 2026, decreased $(10.5) million or (15)% compared to the three months ended September 30, 2025. This decrease was primarily driven by lower share-based compensation and lower headcount costs.
Research and development expenses for the nine months ended September 30, 2026, decreased $(9.2) million or (4)% compared to the nine months ended September 30, 2025. This decrease was driven by lower share-based compensation, a company-wide event that occurred in the previous year, and higher research tax credits in France.
Sales and Operations Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Sales and operations expenses | $ | 87,229 | $ | 86,995 | —% | $ | 270,269 | $ | 284,099 | (5)% | |||||||||||||
| % of revenue | 21 | % | 19 | % | 21 | % | 20 | % | |||||||||||||||
Sales and operations expenses for the three months ended September 30, 2026 increased $0.2 million or 0.3% compared to the three months ended September 30, 2025. This increase was driven by higher share-based compensation and higher bad debt expense, partially offset by lower headcount costs.
Sales and operations expenses for the nine months ended September 30, 2026 decreased $(13.8) million or (5)% compared to the nine months ended September 30, 2025. This decrease was driven by a decrease in headcount costs, partly impacted by a company-wide event that occurred in the previous year, lower amortization of intangible assets, and lower share-based compensation, partially offset by higher restructuring costs.
General and Administrative Expenses
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| General and administrative expenses | $ | 42,278 | $ | 50,181 | (16)% | $ | 137,158 | $ | 129,590 | 6% | |||||||||||||
| % of revenue | 10 | % | 11 | % | 11 | % | 9 | % | |||||||||||||||
General and administrative expenses for the three months ended September 30, 2026, decreased $(7.9) million or (16)%, compared to the three months ended September 30, 2025. This decrease was mainly driven by lower share-based compensation and lower integration and transformation costs.
General and administrative expenses for the nine months ended September 30, 2026, increased $7.6 million or 6%, compared to the nine months ended September 30, 2025. This increase was mainly driven by higher restructuring and transformation costs, partially offset by lower share-based compensation.
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Financial and Other Income (Expense)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Financial and other income (expense) | $ | 1,069 | $ | (21) | NM | $ | 3,261 | $ | 480 | 579% | |||||||||||||
| % of revenue | 0.3 | % | 0.0 | % | 0.3 | % | 0.0 | % | |||||||||||||||
Financial and other income (expense) for the three months ended September 30, 2026, increased by $1.1 million compared to the three months ended September 30, 2025. This increase was due to higher interest income due to an increased average invested amount and a larger share of USD investments and lower negative impact of foreign exchange, including changes in fair value of financial instruments.
Financial and other income (expense) for the nine months ended September 30, 2026, increased by $2.8 million or 579% compared to the nine months ended September 30, 2025. This increase was due to higher financial interest income due to an increased average invested amount and a larger share of USD investments and lower negative impact of foreign exchange, including changes in fair value of financial instruments.
Provision for Income Taxes
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
| Provision for Income taxes | $ | 15,892 | $ | 11,531 | 38% | $ | 23,161 | $ | 27,723 | (16)% | |||||||||||||
| % of revenue | 4 | % | 2 | % | 2 | % | 2 | % | |||||||||||||||
Provision for income tax expense for the three months ended September 30, 2026, increased $4.4 million or 38% compared to the three months ended September 30, 2025. The increase was driven by $6.2 million of income tax expense on capital gains arising from the internal contribution of shares of consolidated entities partially offset by a decrease of profit before tax.
Provision for income tax expense for the nine months ended September 30, 2026, decreased $(4.6) million or (16)% compared to the nine months ended September 30, 2025. The decrease was driven by a decrease of profit before tax, partially offset by $6.2 million of income tax expense on capital gains arising from the internal contribution of shares of consolidated entities.
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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, 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 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 | Nine Months Ended | ||||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | ||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||
Net Income | $ | 6,130 | $ | 40,077 | $ | 26,461 | $ | 103,008 | |||||||||
| Adjustments: | |||||||||||||||||
| Financial expense (income) | (1,069) | 21 | (3,261) | (131) | |||||||||||||
| Provision for income taxes | 15,892 | 11,531 | 23,161 | 27,723 | |||||||||||||
Equity related compensation, and related social contribution expenses (1) | 9,128 | 15,071 | 39,576 | 52,494 | |||||||||||||
| Pension service costs | 195 | 205 | 589 | 583 | |||||||||||||
| Depreciation and amortization expense | 28,815 | 29,771 | 88,763 | 91,228 | |||||||||||||
| Restructuring, integration and transformation costs | 5,417 | 6,904 | 25,467 | 9,331 | |||||||||||||
Other noncash or nonrecurring events (2) | — | 1,500 | 1,950 | 2,372 | |||||||||||||
| Total net adjustments | 58,378 | 65,003 | 176,245 | 183,600 | |||||||||||||
Adjusted EBITDA (3) | $ | 64,508 | $ | 105,080 | $ | 202,706 | $ | 286,608 | |||||||||
(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.
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The following table presents our Net Income and Adjusted EBITDA on a comparative basis:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | % change | September 30, 2026 | September 30, 2025 | % change | ||||||||||||||||||
| (in thousands, except percentages) | |||||||||||||||||||||||
Net Income | $ | 6,130 | $ | 40,077 | (85)% | $ | 26,461 | $ | 103,008 | (74)% | |||||||||||||
| Adjusted EBITDA | $ | 64,508 | $ | 105,080 | (39)% | $ | 202,706 | $ | 286,608 | (29)% | |||||||||||||
Net income decreased $(33.9) million, or (85)%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, and Adjusted EBITDA decreased $(40.6) million, or (39)%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit, partially offset by lower operating expenses.
Net income decreased $(76.5) million, or (74)%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, and Adjusted EBITDA decreased $(83.9) million, or (29)%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit, partially offset by lower operating expenses.
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Liquidity and Capital Resources
Our cash and cash equivalents, and restricted cash at September 30, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $275.5 million as of September 30, 2026. The $(66.8) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, resulted from $(66.6) million of net cash used for financing activities, $(131.5) million of net cash used for investing activities, partially offset by $125.4 million of net 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 ($462.1 million) of liquidity. On July 29, 2026, the Company amended its multicurrency revolving credit facility. The amendment included the Company's extension of the facility's maturity by one year, to September 2028, subject to the terms of the facility, and incorporated changes related to the Company's planned corporate redomiciliation and other conforming amendments, including updates to certain financial and sustainability metric definitions. The total committed borrowing capacity under the facility remained unchanged. The RCF, combined with $274.8 million of cash and cash equivalents and $50.7 million of marketable securities provides total financial liquidity of $787.7 million as of September 30, 2026.
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 nine months ended September 30, 2026, we have repurchased $65.4 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase.
These 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 nine months ended September 30, 2026 and 2025, our net capital expenditures were $(125.9) million and $(74.2) 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 approximately $180 million in 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.
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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 nine months ended September 30, 2026 and September 30, 2025:
| Nine Months Ended | |||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||
| (in thousands) | |||||||||||
| Cash flows provided by operating activities | $ | 125,448 | $ | 150,544 | |||||||
Cash used in investing activities | $ | (131,514) | $ | (69,123) | |||||||
Cash used in financing activities | $ | (66,605) | $ | (114,381) | |||||||
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 nine months ended September 30, 2026, net cash provided by operating activities was $125.4 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $78.4 million, and share-based compensation expense of $39.1 million, partially offset by $(3.8) million of changes in working capital and $(29.9) million of changes in income taxes. The decrease in cash flows from operating activities during the nine months ended September 30, 2026, compared to the same period in 2025, was primarily due to lower net income and lower noncash and nonoperating adjustments, partially offset by favorable changes in working capital.
Investing Activities
For the nine months ended September 30, 2026, net cash used for investing activities was $131.5 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment and changes in investment securities. Cash used for investing activities increased during the nine months ended September 30, 2026, compared to the same period in 2025, due to higher purchases of servers and other data center equipment.
Financing Activities
For the nine months ended September 30, 2026, net cash used for financing activities was $66.6 million, primarily due to share repurchases of $65.4 million. The decrease in cash used for financing activities during the nine months ended September 30, 2026, compared to the same period in 2025, was mostly due to a decrease in the amount of shares repurchased.
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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.
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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 nine months ended September 30, 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:
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| GBP/USD | +10% | -10% | +10% | -10% | |||||||||||||||||||
| Net income (loss) impact | $ | 229 | $ | (229) | $ | 383 | $ | (383) | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| BRL/USD | +10% | -10% | +10% | -10% | |||||||||||||||||||
| Net income (loss) impact | $ | 28 | $ | (28) | $ | 87 | $ | (87) | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| JPY/USD | +10% | -10% | +10% | -10% | |||||||||||||||||||
| Net income (loss) impact | $ | 552 | $ | (552) | $ | 7,826 | $ | (7,826) | |||||||||||||||
| Nine Months Ended | |||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| EUR/USD | +10% | -10% | +10% | -10% | |||||||||||||||||||
| Net income (loss) impact | $ | (1,072) | $ | 1,072 | $ | 4,988 | $ | (4,988) | |||||||||||||||
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.
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Item 4. Controls and Procedures
Disclosure Controls and Procedures
Based on their evaluation as of September 30, 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.
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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 and in our subsequent Quarterly Reports on Form 10-Q. 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 Ordinary Shares could decline. The following risk factors are provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission (the "SEC") on August 5, 2026. The risk factors below include risks relating to the proposed cross-border merger and the associated transfer of our legal domicile to the United States, as previously described in our Registration Statement on Form S-4 filed with the SEC on August 5, 2026. Except as presented below, there have been no material changes to the Risk Factors described in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026.
Investing in our Ordinary Shares involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Quarterly Report on Form 10-Q ("Form 10-Q"), including our consolidated financial statements and the related notes thereto, before investing in our Ordinary Shares. The risks and uncertainties described below 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 of these risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our Ordinary Shares could decline, and you may lose some or all your investment.
Risks Related to Our Business and Industry
You should read and consider the risk factors relating to Lux Criteo, which will continue to affect U.S. Criteo after completion of the Merger and are described under the heading “Risk Factors” in the Annual Report and in the Quarterly Reports. Each such risk factor is incorporated by reference into this proxy statement / prospectus.
Risks Relating to the Merger
We expect to incur additional costs in connection with the Merger and management attention may be diverted to complete the Merger, and our business may otherwise be impacted by disruptions or uncertainty associated with the Merger.
We expect to incur additional direct and indirect costs as a result of the Merger. The Company operates in multiple jurisdictions, and other indirect tax costs are expected to be incurred in jurisdictions in which Criteo has subsidiaries. Following the Merger, U.S. Criteo will hold meetings of the Board of Directors and annual general meetings of its stockholders in the United States. We also expect to increase our presence in the United States and incur costs and expenses, including professional fees, to comply with U.S. corporate, tax and other laws and regulations. In addition, we expect to incur attorneys’ fees, accountants’ fees, other advisors’ fees, filing fees, mailing expenses and printing expenses in connection with the Merger, even if it is not approved or completed. The Merger may also divert the attention of our management and employees from our operating business and increase other administrative costs and expenses. Further, though U.S. Criteo will carry on the business currently conducted by Lux Criteo, certain relationships, including with employees, landowners, suppliers, lenders, partners, governments, lobbying professional organizations and shareholders, may be subject to disruption due to uncertainty associated with the Merger, contractual termination, default, acceleration or similar provisions that may be triggered, deemed to be triggered or claimed to be triggered as a result of the Merger or potentially negative publicity resulting from the Merger, any of which could adversely affect our business and operations.
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Legislative, regulatory, administrative, shareholder or third party action in connection with or as a result of the Merger, or changes to or implementation of laws, rules, regulations or policies or the interpretations thereof, could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition.
We could be the subject of legislative, regulatory, administrative, stockholder or third party action in connection with or as a result of the Merger. Any such action may seek or result in delaying, hindering, impeding, preventing, rescinding or nullifying the Merger. We are subject to a wide variety of Luxembourg, European Union and U.S. securities laws, rules, regulations and policies. There can be no assurance that such laws, rules, regulations and policies or the interpretations thereof (including through enforcement priorities, executive orders and investigations) will not be changed or implemented in connection with or as a result of the Merger or otherwise. Such changes or implementations could materially delay or prevent the Merger, eliminate or reduce some or all of the anticipated benefits of the Merger or otherwise materially and adversely affect our business, results of operations and financial condition. In addition, as a Delaware corporation following the Merger, we will be required to comply with numerous U.S. and Delaware laws and regulations, and we may incur costs and divert management attention as we seek to ensure compliance with a changing regulatory regime.
The Merger is conditional, and the conditions may not be satisfied, or we may choose to abandon or delay the Merger.
Completion of the Merger is conditional, among other things, upon the satisfaction or waiver of certain conditions, which include the receipt of shareholder approval. There can be no assurance that these conditions will be fulfilled or that the Merger will be completed. Further, we may abandon or delay the Merger, which, for example, could be the result of an increase in our estimated cost of the Merger or determination that the Merger may not result in the benefits we expect and a determination by the Board of Directors that the Merger is no longer in the best interests of shareholders.
The market for our shares may fluctuate as a result of the Merger.
The U.S. stock market generally , and the market for our securities in particular, has been and may continue to be subject to fluctuations, whether due to, or irrespective of, our operating results and financial condition. The Ordinary Shares are currently listed on Nasdaq. In connection with the Merger, we intend to list the Common Stock on the NYSE under the ticker symbol “CRTO”. We cannot predict the prices at which our securities may trade after the Merger, or whether the trading price of the Ordinary Shares absent the Merger would have been lower, higher or the same. In addition, if the trading market for the Common Stock cannot be sustained or is lower than that of the Ordinary Shares, it could increase price volatility. Should the market price of the Common Stock drop significantly, stockholders may institute securities class action lawsuits against us. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of our management and other resources.
Risks Related to Taxation
If the Merger does not qualify as a “reorganization” under Section 368(a) of the Code, stockholders may be required to pay U.S. federal income taxes.
It is intended that the Merger qualify as a form of “reorganization” within the meaning of Section 368(a) of the Code, and Lux Criteo and U.S. Criteo intend to file tax returns consistent with this intended tax treatment. However, the IRS may assert, and a court may sustain, a contrary position. If the Merger does not qualify as a form of reorganization within the meaning of Section 368(a) of the Code, stockholders would generally recognize taxable gain or loss upon their exchange of Ordinary Shares for Common Stock pursuant to the Merger.
Our tax position could be adversely impacted by changes in tax laws in various jurisdictions.
Our tax position could be adversely impacted by changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in France, Luxembourg, the United States or other jurisdictions following the Merger. Any such changes could subject us to increased taxation and potentially significant expense. Following the Merger, we may be subject to current U.S. federal income taxes on the earnings of our non-U.S. affiliates in a manner that may adversely impact our effective tax rate.
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For example, as a Delaware corporation, we may be subject to U.S. federal income tax on income earned outside of the United States under the U.S. “controlled foreign corporation,” or “CFC,” rules, subject to the availability of certain credits and exemptions related to the taxes paid or income earned in those jurisdictions. Moreover, the Merger may not allow us to maintain a competitive worldwide effective corporate tax rate. We cannot provide any assurance as to what our worldwide effective tax rate will be after the Merger because of, among other things, uncertainty regarding the amount of business activities and profits in any particular jurisdiction in the future and the tax laws of such jurisdictions. Our actual worldwide effective tax rate may vary from our expectation and that variation may be material.
The Merger may result in adverse tax consequences for holders of Ordinary Shares.
U.S. Holders may be subject to U.S. federal income tax as a result of the Merger. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of less than $50,000 and is not a 10% U.S. Holder will generally not recognize any gain or loss and will generally not be required to include any part of our earnings in income. A U.S. Holder who on the day of the Merger beneficially owns Ordinary Shares with a fair market value of $50,000 or more and is not a 10% U.S. Holder will generally recognize gain (but not loss) in respect of the Merger as if such U.S. Holder exchanged its Ordinary Shares for Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Ordinary Shares held directly by such U.S. Holder. A U.S. Holder who on the day of the Merger is a 10% U.S. Holder will generally be required to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations) attributable to the Ordinary Shares held directly by such U.S. Holder. The determination of Lux Criteo’s earnings and profits is a complex determination and may be affected by numerous factors. We may not provide U.S. Holders with the information required to calculate the “all earnings and profits amount” attributable to the Ordinary Shares held directly by such U.S. Holder. There can be no assurance that the IRS, or a court, will agree with Lux Criteo’s determination of its earnings and profits.
Risks Relating to Being a Delaware Corporation
The rights of stockholders under Delaware law differ from the rights of shareholders under Luxembourg law.
Currently, your rights as a shareholder of Lux Criteo are governed by the laws of Luxembourg and Lux Criteo’s existing articles of association. Following the Merger, your rights as a stockholder of U.S. Criteo will be governed by Delaware law and the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus), which contain provisions that differ in certain respects from those currently in effect. Therefore, some of your rights as a shareholder will change as a result of the Merger. For a description of your rights following the Merger and how they may differ from your current rights, please see “Comparison of Shareholder Rights” beginning on page 63 of the S-4.
Provisions in the Certificate of Incorporation and Bylaws could impact change in control transactions.
In addition to protections afforded under the DGCL, the Certificate of Incorporation and Bylaws (copies of which are attached as Annex F and Annex G, respectively, to this proxy statement / prospectus) contain provisions that could have the effect of delaying or preventing changes in control or changes in management or the Board of Directors. These provisions include:
•providing that the Board of Directors will have the authority to increase or decrease its size without stockholder approval, and that vacancies on the Board of Directors, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director;
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•providing that the Board of Directors will have the authority to determine designations and the powers, preferences and relative, participating, optional or other special rights and qualifications, limitations, or restrictions thereof, including the dividend rate, conversion rights, redemption price and liquidation preference, of any series of shares of preferred stock, to fix the number of shares constituting any such series, and to increase or decrease the number of shares of any such series (but not below the number of shares thereof then outstanding);
•providing that until the seventh annual meeting of the stockholders of U.S. Criteo following the Merger, the Board of Directors will be divided into two classes, with each class serving a staggered two-year term (which is consistent with how the current and historical Board of Directors has served), and removal of directors by stockholders during this time may be for cause only (and thereafter each director will serve a one-year term and be subject to removal by stockholders with or without cause);
•requiring advance notice applicable to stockholders for director nominations and actions to be taken at annual meetings (which will be lengthier than the current and historical requirements of the Company);
•requiring minimum ownership thresholds of stockholders to call a special meeting (which will be higher than the current and historical requirements of the Company); and
•providing that the Board of Directors is expressly authorized to adopt, or to alter or amend or repeal provisions in the Bylaws.
The Certificate of Incorporation will contain an exclusive forum provision that could limit a stockholder’s ability to bring a claim in a judicial forum that the stockholder believes is favorable for such disputes and may discourage lawsuits against us and any of our directors, officers or other employees.
The Certificate of Incorporation will provide that, unless U.S. Criteo consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or the federal district court in the State of Delaware if the Court of Chancery does not have subject matter jurisdiction) is the sole and exclusive forum for (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of U.S. Criteo’s current or former directors, officers or other employees or stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine (the “Delaware Exclusive Forum Provision”). The Certificate of Incorporation will further provide that the federal district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action under the Securities Act (the “Federal Forum Provision”).
The Delaware Exclusive Forum Provision is intended to apply to claims arising under Delaware state law and would not apply to claims brought pursuant to the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. In addition, the Federal Forum Provision is intended to apply to claims arising under the Securities Act and would not apply to claims brought pursuant to the Exchange Act. The exclusive forum provisions in the Certificate of Incorporation will not relieve U.S. Criteo of its duties to comply with the federal securities laws and the rules and regulations thereunder and, accordingly, actions by stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal courts. Stockholders will not be deemed to have waived our compliance with these laws, rules and regulations.
The exclusive forum provisions in the Certificate of Incorporation may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with U.S. Criteo or its directors, officers or other employees, which may discourage lawsuits against U.S. Criteo and its directors, officers and other employees. In addition, stockholders who do bring a claim in the Court of Chancery of the State of Delaware pursuant to the Delaware Exclusive Forum Provision or in the federal district courts of the United States pursuant to the Federal Forum Provision could face additional litigation costs in pursuing any such claim, particularly in the case of the Court of Chancery of the State of Delaware if they do not reside in or near Delaware. The court in the designated forum under our exclusive forum provisions may also reach different judgments or results than would other courts, including courts where a stockholder would otherwise choose to bring the action, and such judgments or results may be adverse to our stockholders.
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Further, the enforceability of similar exclusive forum provisions in other companies’ organizational documents has been challenged in legal proceedings, and it is possible that a court could find any of our exclusive forum provisions to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings. If a court were to find all or any part of our exclusive forum provisions to be inapplicable or unenforceable in an action, we might incur additional costs associated with resolving such action in other jurisdictions.
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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 third 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) | ||||||||||||||||||||||
| July 1 to 31, 2026 | 194,447 | $ | 21.07 | 194,447 | $ | 155,719,837 | ||||||||||||||||||||
| August 1 to 31, 2026 | — | $ | — | — | $ | 155,719,837 | ||||||||||||||||||||
| September 1 to 30, 2026 | — | $ | — | — | $ | 155,719,837 | ||||||||||||||||||||
| Total | 194,447 | 194,447 | ||||||||||||||||||||||||
(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 September 30, 2026, no directors or Section 16 officers of the Company adopted terminated
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Item 6. Exhibits
Exhibit Index
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date | |||||||||||||||||||||||||||
2.1 | Agreement and Plan of Merger, dated as of August 5, 2026, by and between Criteo S.A. and Criteo Holdings, Inc. | 8-K | 001-36153 | 2.1 | 8/5/2026 | |||||||||||||||||||||||||||
2.2 | Common Draft Terms of Cross-Border Merger, dated as of August 5, 2026, by and between Criteo S.A. and Criteo Holdings, Inc. | 8-K | 001-36153 | 2.2 | 8/5/2026 | |||||||||||||||||||||||||||
3.1 | Amended Articles of Association of Criteo S.A. (incorporated by reference from Exhibit 3.1 to the Current Report on Form 8-K, filed with the Commission on August 5, 2026). | 8-K | 001-36153 | 3.1 | 8/5/2026 | |||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
10.1 | Amendment effective July 29, 2026 by and among the Company and Société Générale, in its individual capacity and as Agent for the Lenders under the Multicurrency Revolving Facility Agreement, dated as of September 27, 2022 | 8-K | 001-36153 | 10.1 | 7/31/2026 | |||||||||||||||||||||||||||
10.2 | Amended and Restated Management Agreement, between Criteo Holdings, Inc. and Michael Komasinski, effective as of January 1, 2027 | S-4/A | 333-298014 | 10.18 | 10/29/2026 | |||||||||||||||||||||||||||
10.3 | Amended and Restated Executive Employment Agreement, between Criteo Holdings, Inc. and Connor McGogney, effective as of January 1, 2027 | S-4/A | 333-298014 | 10.19 | 10/29/2026 | |||||||||||||||||||||||||||
10.4 | Amended and Restated Executive Employment Agreement, between Criteo Holdings, Inc. and Ryan Damon, effective as of January 1, 2027 | S-4/A | 333-298014 | 10.20 | 10/29/2026 | |||||||||||||||||||||||||||
| 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 | |||||||||||||||||||||||||||||||
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| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit | Description | Schedule/ Form | File Number | Exhibit | File Date | |||||||||||||||||||||||||||
| 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.
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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/ Connor McGogney | |||||||
| Date: November 4, 2026 | Name: | Connor McGogney | ||||||
| Title: | Chief Financial Officer | |||||||
| (Principal financial officer and duly authorized signatory) | ||||||||
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