[10-Q] Criteo S.A. Quarterly Earnings Report

Rhea-AI Filing Summary

Criteo S.A. (CRTO) Q2-25 10-Q highlights

Revenue grew 2% YoY to $482.7 M, driven by Retail Media +11% while Performance Media was flat. Currency-neutral growth was flat as Euro/JPY strength cut $10 M. Traffic acquisition costs fell 7% to $190.6 M, lifting gross margin to 53.6% (49.4% LY) and Contribution ex-TAC to $292.1 M (+9%).

Operating expenses jumped 17% to $228.1 M, mainly from R&D +33% (accelerated cookie-related amortisation $7.9 M) and sales & ops +14%. Operating income fell 18% to $30.5 M; net income declined 18% to $22.9 M, or $0.39 diluted EPS (vs $0.46). H1-25 net income improved 72% to $62.9 M on lighter TAC and lower other costs.

Cash & balance sheet

• Cash & equivalents: $205.7 M (-$85 M YTD) after $104.5 M share buybacks; new authorisation raised to $805 M.
• Operating cash flow H1: $60.9 M (+95% YoY); capex/internally developed software $52.3 M.
• Total equity rose to $1.128 B; net cash position unaffected by long-term debt ($0.3 M).

Key developments & risks

• Largest customer (4.6% FY-24 sales) to reduce scope from Nov-25.
• Alphabet halted cookie deprecation; company recorded $0.9 M impairment and extended server useful life to 6 yrs.
• Ongoing CNIL GDPR fine (€40 M) under appeal; new class action over health-data advertising filed Jul-25.

Regionally, Americas revenue -6%, EMEA +10%, APAC +7%. Retail Media momentum and lower TAC offset regional softness, but rising opex and legal uncertainties weigh on profitability and cash.

Positive

• Gross margin expanded 420 bps YoY as TAC fell 7%, showing better inventory economics.
• Retail Media revenue up 11%, evidencing traction in high-growth segment.
• Operating cash flow doubled to $60.9 M in H1-25, improving internal funding capacity.
• Equity increased to $1.13 B despite large buybacks, reflecting retained earnings and FX gains.

Negative

• Net income and EPS dropped 18% in Q2-25 due to surging operating expenses.
• Americas revenue fell 6%, signalling weakness in the company’s largest region.
• Cash balance declined 29% YTD after $104 M share repurchases; liquidity tightening.
• Largest customer (4.6% FY-24 sales) to curtail services from Nov-25, creating 2026 revenue risk.
• Ongoing GDPR fine appeal and new class action add legal overhang.
• Accelerated amortisation and impairment indicate sunk cost in cookie-related assets.

Insights

Equity Research Analyst

TL;DR—Margins up, profit down; cash spent on buybacks; watch Americas weakness & loss of key client.

Revenue quality improved: Retail Media strength and lower TAC expanded gross margin 420 bps. However, elevated R&D amortisation and event-driven personnel costs reversed gains, cutting operating and net income ~18%. Cash outflow reflects $104 M repurchases; management continues heavy buybacks despite shrinking cash pile. Balance sheet remains debt-light but liquidity trend bears monitoring.

Regionally, the Americas drop and client concentration (4.6% revs exiting) pose 2H-25 headwinds. Guidance absent, but opex run-rate implies limited EPS leverage without topline acceleration. Valuation support may come from buyback and 7% H1 Contribution ex-TAC growth, yet litigation and GDPR appeal add uncertainty.

Portfolio Risk Manager

TL;DR—Shareholder returns funded by cash burn; rising legal & customer risk raises volatility.

CRTO spent half its cash YTD while authorising an $805 M program—over 3× current cash—heightening refinancing or draw-down risk if macro softens. The Americas decline alongside loss of top client in Q4-25 could strip ~5% of annual revenue, challenging buyback-driven EPS support. GDPR fine appeal, new US health-data suits and uncertain tax exposures (indemnified but still cash-timing risk) increase tail-risk. Nonetheless, debt minimal and Contribution ex-TAC trajectory solid, partly insulating downside. Overall risk/reward neutral until visibility on client churn and opex discipline improves.

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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 June 30, 2025

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

Criteo S.A.

(Exact name of registrant as specified in its charter)

France									Not Applicable
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification Number)
32 Rue Blanche			Paris			France			75009
(Address of principal executive offices)									(Zip Code)

+33 1 75 85 09 39

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

CRTO

Nasdaq Global Select Market

Ordinary Shares, nominal value €0.025 per share

*

Nasdaq Global Select Market

*

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

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

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

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

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

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

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

          As of July 25, 2025, the registrant had 52,327,360 ordinary shares, nominal value €0.025 per share, outstanding.

TABLE OF CONTENTS

PART I						FINANCIAL INFORMATION
Item 1						Unaudited Financial Statements as of June 30, 2025
						Condensed Consolidated Statements of Financial Position (Unaudited)			2
						Condensed Consolidated Statements of Income (Unaudited)			3
						Condensed Consolidated Statements of Comprehensive Income (Unaudited)			4
						Condensed Consolidated Statements of Shareholder's Equity (Unaudited)			5
						Condensed Consolidated Statements of Cash Flows (Unaudited)			6
						Notes to Condensed Consolidated Financial Statements (Unaudited)			7
Item 2						Management's Discussion and Analysis of Financial Condition and Results of Operations			25
Item 3						Quantitative and Qualitative Disclosures About Market Risk			41
Item 4						Controls and Procedures			42
PART II						OTHER INFORMATION
Item 1						Legal Proceedings			43
Item 1A						Risk Factors			43
Item 2						Unregistered Sales of Equity Securities and Use of Proceeds			58
Item 5						Other Information			58
Item 6						Exhibits			44
Signatures									46

General

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

Trademarks

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

Special Note Regarding Forward-Looking Statements

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

    You should refer to Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, and to our subsequent quarterly reports on Form 10-Q, for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this Form 10-Q will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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

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

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (UNAUDITED)

			Notes			June 30, 2025						December 31, 2024
						(in thousands)
Assets
Current assets:
Cash and cash equivalents			3			$	205,703					$	290,693
Trade receivables, net of allowances of $26.7 million and $28.6 million at June 30, 2025 and December 31, 2024, respectively.			4			667,763						800,859
Income taxes			12			24,180						1,550
Other taxes						58,849						53,883
Other current assets			6			51,617						50,887
Marketable securities - current portion			3			17,884						26,242
Total current assets						1,025,996						1,224,114
Property and equipment, net						126,359						107,222
Intangible assets, net						160,098						158,384
Goodwill						534,901						515,188
Right of use assets - operating lease			8			113,846						99,468
Marketable securities - noncurrent portion			3			17,580						15,584
Noncurrent financial assets						5,378						4,332
Other noncurrent assets			6			59,830						61,151
Deferred tax assets						70,147						81,006
Total noncurrent assets						1,088,139						1,042,335
Total assets						$	2,114,135					$	2,266,449
Liabilities and shareholders' equity
Current liabilities:
Trade payables						$	628,833					$	802,524
Contingencies - current portion			14			4,174						1,882
Income taxes			12			8,796						34,863
Financial liabilities - current portion			3			13,096						3,325
Lease liability - operating - current portion			8			29,051						25,812
Other taxes						17,106						19,148
Employee - related payables						89,779						109,227
Other current liabilities			7			42,713						49,819
Total current liabilities						833,548						1,046,600
Deferred tax liabilities						4,550						4,067
Defined benefit plans			9			5,471						4,709
Financial liabilities - noncurrent portion			3			335						297
Lease liability - operating - noncurrent portion			8			88,459						77,584
Contingencies - noncurrent portion			14			31,688						31,939
Other noncurrent liabilities			7			22,560						20,156
Total noncurrent liabilities						153,063						138,752
Total liabilities						$	986,611					$	1,185,352
Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024, respectively.						$	1,933					$	1,931
Treasury stock, 5,527,535 and 3,467,417 shares at cost as of June 30, 2025 and December 31, 2024, respectively.						(190,834)						(125,298)
Additional paid-in capital						715,243						709,580
Accumulated other comprehensive loss						(64,451)						(108,768)
Retained earnings						627,084						571,744
Equity attributable to the shareholders of Criteo S.A.						1,088,975						1,049,189
Noncontrolling interests						38,549						31,908
Total equity						1,127,524						1,081,097
Total equity and liabilities						$	2,114,135					$	2,266,449

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

2

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

									Three Months Ended												Six Months Ended
			Notes						June 30, 2025						June 30, 2024						June 30, 2025						June 30, 2024
						(in thousands, except per share data)
Revenue			2						$	482,671					$	471,307					$	934,105					$	921,362
Cost of revenue:
Traffic acquisition costs									190,602						204,214						377,664						400,381
Other cost of revenue									33,551						34,248						60,947						70,913
Gross profit									258,518						232,845						495,494						450,068
Operating expenses:
Research and development expenses									79,610						59,639						140,359						126,497
Sales and operations expenses									108,215						95,069						197,104						187,911
General and administrative expenses									40,238						41,199						79,409						88,368
Total operating expenses									228,063						195,907						416,872						402,776
Income from operations									30,455						36,938						78,622						47,292
Financial and other income (expense)			11						(1,801)						(284)						501						897
Income before taxes									28,654						36,654						79,123						48,189
Provision for income tax expense			12						5,734						8,595						16,192						11,564
Net Income									$	22,920					$	28,059					$	62,931					$	36,625
Net income available to shareholders of Criteo S.A.									$	21,250					$	26,987					$	59,178					$	34,231
Net income available to noncontrolling interests									$	1,670					$	1,072					$	3,753					$	2,394
Weighted average shares outstanding used in computing per share amounts:
Basic			13						52,986,068						54,684,560						53,480,338						54,915,140
Diluted			13						55,133,569						58,974,186						56,162,459						59,151,582
Net income allocated to shareholders per share:
Basic			13						$	0.40					$	0.49					$	1.11					$	0.62
Diluted			13						$	0.39					$	0.46					$	1.05					$	0.58

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

3

CRITEO S.A.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS (UNAUDITED)

			Three Months Ended												Six Months Ended
			June 30, 2025						June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)
Net income			$	22,920					$	28,059					$	62,931					$	36,625
Foreign currency translation adjustments, net of taxes			29,544						(9,367)						46,760						(22,578)
Actuarial gains on employee benefits, net of taxes			18						449						328						177
Other comprehensive income (loss)			$	29,562					$	(8,918)					$	47,088					$	(22,401)
Total comprehensive income			$	52,482					$	19,141					$	110,019					$	14,224
Attributable to shareholders of Criteo S.A.			$	49,637					$	19,901					$	103,495					$	15,708
Attributable to noncontrolling interests			$	2,845					$	(760)					$	6,524					$	(1,484)

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 amounts )
Balance at December 31, 2023			61,165,663			$2,023			(5,400,572)			$(161,788)			$769,240			$(85,326)			$555,456			$1,079,605			$31,786			$1,111,391
Net income			—			—			—			—			—			—			7,244			7,244			1,322			8,566
Other comprehensive (loss)			—			—			—			—			—			(11,437)			—			(11,437)			(2,046)			(13,483)
Issuance of ordinary shares			15,338			1			—			—			394			—			—			395			—			395
Change in treasury stocks(*)			—			—			(1,216,547)			(42,575)			—			—			(19,568)			(62,143)			—			(62,143)
Share-Based Compensation			—			—			—			—			27,858			—			—			27,858			55			27,913
Other changes in equity			—			—			—			—			—			—			(40)			(40)			—			(40)
Balance at March 31, 2024			61,181,001			$2,024			(6,617,119)			$(204,363)			$797,492			$(96,763)			$543,092			$1,041,482			$31,117			$1,072,599
Net income (loss)			—			—			—			—			—			—			26,987			26,987			1,072			28,059
Other comprehensive loss			—			—			—			—			—			(7,085)			—			(7,085)			(1,833)			(8,918)
Issuance of ordinary shares			32,485			—			—			—			812			—			—			812			—			812
Change in treasury stocks(*)			(2,150,000)			(57)			2,155,602			50,109			(57,871)			—			(32,533)			(40,352)			—			(40,352)
Share-Based Compensation			—			—			—			—			21,248			—			—			21,248			47			21,295
Other changes in equity			—			—			—			—			—			—			(305)			(305)			—			(305)
Balance at June 30, 2024			59,063,486			$1,967			(4,461,517)			$(154,254)			$761,681			$(103,848)			$537,241			$1,042,787			$30,403			$1,073,190

(*) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to $630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 3,089,910 shares repurchased at an average price of $33.1 offset by 1,503,965 treasury shares used for RSUs vesting, by 375,000 treasury shares used for LUSs vesting and by 2,150,000 treasury shares cancelled.

			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 amounts )
Balance at December 31, 2024			57,744,839			$1,931			(3,467,417)			$(125,298)			$709,580			$(108,768)			$571,744			$1,049,189			$31,908			$1,081,097
Net income			—			—			—			—			—			—			37,928			37,928			2,083			40,011
Other comprehensive loss			—			—			—			—			—			15,930			—			15,930			1,596			17,526
Issuance of ordinary shares			110,056			2			—			—			1,843			—			—			1,845			—			1,845
Change in treasury stocks(*)			—			—			(817,761)			(34,102)			(20,549)			—			(1,517)			(56,168)			—			(56,168)
Share-Based Compensation			—			—			—			—			16,615			—			—			16,615			48			16,663
Other changes in equity			—			—			—			—			—			—			(740)			(740)			2			(738)
Balance at March 31, 2025			57,854,895			$1,933			(4,285,178)			$(159,400)			$707,489			$(92,838)			$607,415			$1,064,599			$35,637			$1,100,236
Net income			—			—			—			—			—			—			21,250			21,250			1,670			22,920
Other comprehensive loss			—			—			—			—			—			28,387			—			28,387			1,175			29,562
Issuance of ordinary shares			—			—			—			—			52			—			—			52			—			52
Change in treasury stocks(*)			—			—			(1,242,357)			(31,434)			(15,396)			—			(1,498)			(48,328)			—			(48,328)
Share-Based Compensation			—			—			—			—			23,098			—			—			23,098			66			23,164
Other changes in equity			—			—			—			—			—			—			(83)			(83)			1			(82)
Balance at June 30, 2025			57,854,895			$1,933			(5,527,535)			$(190,834)			$715,243			$(64,451)			$627,084			$1,088,975			$38,549			$1,127,524

(*) 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 3,187,498 shares repurchased at a weighted average price of $32.8 offset by 1,127,380 treasury shares used for RSUs vesting.

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

5

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

						Six Months Ended
						June 30, 2025						June 30, 2024
			(in thousands)
Cash flows from operating activities
Net income						$	62,931					$	36,625
Noncash and nonoperating items						70,868						82,574
- Amortization and provisions						60,485						46,324
- Equity awards compensation expense						37,194						47,978
- Net loss on disposal of noncurrent assets						41						574
- Change in uncertain tax position						(289)						1,757
- Net change in fair value of earn-out						—						3,187
- Change in deferred taxes						12,435						8,089
- Change in income taxes						(44,195)						(28,420)
- Other						5,197						3,085
Changes in assets and liabilities:						(72,855)						(87,995)
- Trade receivables						161,379						136,520
- Trade payables						(203,241)						(193,210)
- Other current assets						12,448						3,743
- Other current liabilities						(42,928)						(32,236)
- Change in operating lease liabilities and right of use assets						(513)						(2,812)
Net cash provided by operating activities						60,944						31,204
Cash flows from investing activities
Acquisition of intangible assets, property and equipment						(52,342)						(35,073)
Disposal of intangible assets, property and equipment						369						730
Payment for business, net of cash acquired												(527)
Purchases of marketable securities						(17,398)						(824)
Maturities and sales of marketable securities						27,646						537
Net cash used in investing activities						(41,725)						(35,157)
Cash flows from financing activities
Proceeds from exercise of stock options						1,897						1,207
Repurchase of treasury stocks						(104,496)						(102,495)
Change in other financing activities						(544)						(810)
Net cash used in financing activities						(103,143)						(102,098)
Effect of exchange rates changes on cash and cash equivalents						(995)						(13,507)
Net decrease in cash and cash equivalents and restricted cash						(84,919)						(119,558)
Net cash and cash equivalents and restricted cash at the beginning of the period						290,943						411,257
Net cash and cash equivalents and restricted cash at the end of the period						$	206,024					$	291,698
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds						(48,241)						(24,571)
Cash paid for interest						(588)						(653)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables						4,633						5,146

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

6

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.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging 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 Commerce Media 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".

7

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, 2024, filed with the SEC on February 28, 2025.

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, 2025.

Use of Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

During the second quarter of 2025, Alphabet Inc. announced its decision not to proceed with the deprecation of third-party cookies in its Chrome browser. As a result, the Company recorded accelerated amortization of $7.9 million and a nonrecurring impairment charge of $0.9 million related to internally developed intangible assets developed in response to the deprecation of third-party cookies.

Significant Accounting Policies

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a change in the estimated useful life of certain servers and network equipment from five to six years. This change in accounting estimate is effective beginning fiscal year 2025.

There have been no other significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Reclassifications

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

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the transparency of income tax disclosures. The standard requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have an impact on our consolidated financial statements.

8

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.

Note 2. Segment information

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. The Company reports its results of operations through the following two segments: Retail Media and Performance Media.

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

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

The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue. The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other expense nor financial information for our two segments.

The following table shows revenue by reportable segment:

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
			(in thousands)
Retail Media			$	60,913		$	54,777					$	120,411		$	105,649
Performance Media			421,758			416,530						813,694			815,713
Total Revenue			$	482,671		$	471,307					$	934,105		$	921,362

The following table shows TAC by reportable segment:

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
			(in thousands)
Retail Media			$	904		$	911					$	1,612		$	1,614
Performance Media			189,698			203,303						376,052			398,767
Total Traffic Acquisition Costs			$	190,602		$	204,214					$	377,664		$	400,381

9

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

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
			(in thousands)
Contribution ex-TAC
Retail Media			$	60,009		$	53,866					$	118,799		$	104,035
Performance Media			232,060			213,227						437,642			416,946
			$	292,069		$	267,093					$	556,441		$	520,981
Other cost of revenue			33,551			34,248						60,947			70,913
Gross profit			$	258,518		$	232,845					$	495,494		$	450,068
Operating expenses
Research and development expenses			$	79,610		$	59,639					$	140,359		$	126,497
Sales and operations expenses			108,215			95,069						197,104			187,911
General and administrative expenses			$	40,238		$	41,199					$	79,409		$	88,368
Total Operating expenses			$	228,063		$	195,907					$	416,872		$	402,776
Income from operations			$	30,455		$	36,938					$	78,622		$	47,292
Financial and other (expense) income			(1,801)			(284)						501			897
Income before tax			$	28,654		$	36,654					$	79,123		$	48,189

10

Note 3. Cash, Cash Equivalents, and Marketable Securities

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:

			June 30, 2025						December 31, 2024
			(in thousands)
Cash and Cash Equivalents
Level 1
Cash			$	187,258								$	251,452
Money Market funds			—									12,479
Level 2
Term deposits and notes			18,445									26,762
Total			$	205,703								$	290,693

Marketable Securities

The following table presents for each reporting period, the breakdown of the fair value of marketable securities:

			June 30, 2025						December 31, 2024
			(in thousands)
Securities Held-to-maturity
Term Deposits			35,464						41,826
Total			$	35,464					$	41,826

The gross unrealized gains or (loss) on our marketable securities were not material as of June 30, 2025 and December 31, 2024.

For our marketable 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 marketable debt securities by contractual maturities:

			Held-to-maturity
			June 30, 2025
			(in thousands)
Due in one year			$	17,884
Due in one to five years			17,580
Total			$	35,464

.

11

Note 4. Trade Receivables

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

			June 30, 2025						December 31, 2024
			(in thousands)
Trade accounts receivables			$	694,438					$	829,462
(Less) Allowance for credit losses			(26,675)						(28,603)
Net book value at end of period			$	667,763					$	800,859

Note 5. Goodwill

Goodwill allocated to the two reportable segments and the changes in the carrying amount for the quarter-ended June 30, 2025 were as follows:

			Retail Media						Performance Media						Total
			(in thousands)
Balance at January 1, 2025			$	144,962					$	370,226					$	515,188
Acquisitions			—						—						—
Currency translation adjustment			8,729						10,984						19,713
Impairments			—						—						—
Balance at June 30, 2025			$	153,691					$	381,210					$	534,901

Note 6. Other Current and Noncurrent Assets

The following table shows the breakdown in other current assets net book value for the presented periods:

			June 30, 2025						December 31, 2024
			(in thousands)
Prepayments to suppliers			$	43,310					$	40,579
Other current assets			8,307						10,308
Total			$	51,617					$	50,887

Prepayments to suppliers include amounts related to SaaS arrangements and licenses and other prepayments to suppliers of goods and services.

Other current assets as of June 30, 2025 and December 31, 2024, include restricted cash of $0.3 million and of $0.3 million, respectively.

Other noncurrent assets as of June 30, 2025 and December 31, 2024 of $59.8 million and $61.2 million are primarily comprised of the indemnification asset of $49.9 million and $50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

12

Note 7. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:

			June 30, 2025						December 31, 2024
			(in thousands)
Rebates			$	25,559					$	31,989
Customer prepayments and deferred revenue			8,562						9,636
Accounts payable relating to capital expenditures			4,633						1,758
Other creditors			3,960						6,436
Total			$	42,713					$	49,819

Other noncurrent liabilities are presented in the following table:

			June 30, 2025						December 31, 2024
			(in thousands)
Uncertain tax positions			$	19,150					$	18,884
Other			3,410						1,272
Total			$	22,560					$	20,156

The uncertain tax positions are primarily related to the Iponweb Acquisition.

13

Note 8. Leases

The components of lease expense are as follows:

			Three Months Ended												Six Months Ended
			June 30, 2025						June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)												(in thousands)
Lease expense			8,891						10,209						$	16,884					$	20,071
Short term lease expense			94						314						163						627
Variable lease expense			494						369						987						728
Sublease income			(295)						(387)						(595)						(809)
Total operating lease expense			$	9,184					$	10,505					$	17,439					$	20,617

Note 9. 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, 2024			$	4,123
Service cost			687
Interest cost			158
Curtailment			(192)
Actuarial losses (gains)			216
Currency translation adjustment			(283)
Accumulated postretirement benefit obligation at December 31, 2024			$	4,709
Service cost			378
Interest cost			97
Actuarial losses (gains)			(328)
Currency translation adjustment			615
Accumulated postretirement benefit obligation at June 30, 2025			$	5,471

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:

			Six Months Ended						Year Ended
			June 30, 2025						December 31, 2024
Discount rate (Corp AA)			4.2%						3.9%
Expected rate of salary increase			7.0%						7.0%
Expected rate of social charges			49.0%						49.0%
Expected staff turnover			—% - 18.6%						—% - 18.6%
Estimated retirement age			65 years old						65 years old
Life table			TH-TF 2000-2002 shifted						TH-TF 2000-2002 shifted

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Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Group’s employees are eligible for pension payments and similar financial benefits. The Group provides these benefits via defined contribution plans. Under defined contribution plans, the Group has no obligation other than to pay the agreed contributions, with the corresponding expense charged to income for the year. The main contributions relate to France, the United States (for 401k plans), and the United Kingdom.

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)
Defined contributions plans included in personnel expenses			$	6,725		$	6,064					$	10,967					$	10,290

Note 10. Share-Based Compensation

Equity Awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was as follows:

			Six Months Ended
			June 30, 2025						June 30, 2024
			(in thousands)
Research and Development			$	10,382					$	23,653
Sales and Operations			12,782						10,087
General and Administrative			14,030						14,238
Total equity awards compensation expense (1)			$	37,194					$	47,978
Tax benefit from equity awards compensation expense			5,709						5,101
Total equity awards compensation expense, net of tax effect			$	31,485					$	42,877

(1) The six months ended June 30, 2025 and June 30, 2024 are presented net of, $2.6 million and $2.1 million, respectively, capitalized stock-based compensation relating to internally developed software.

The breakdown of the equity award compensation expense by instrument type was as follows:

			Six Months Ended
			June 30, 2025						June 30, 2024
			(in thousands)
Restricted stock units and Performance stock units			37,194						33,092
Lock-up shares			—						14,007
Nonemployee warrants			—						879
Total equity awards compensation expense (1)			$	37,194					$	47,978
Tax benefit from equity awards compensation expense			5,709						5,101
Total equity awards compensation expense, net of tax effect			$	31,485					$	42,877

(1) The six months ended June 30, 2025 and June 30, 2024 are presented net of, $2.6 million and $2.1 million, respectively, capitalized stock-based compensation relating to internally developed software.

A detailed description of each instrument type is provided below.

15

Restricted Stock Units and Performance Stock Units

During the six months ended June 30, 2025, the Company granted new equity awards under our current equity compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the Company’s senior executives, which are subject to the achievement of certain performance goals (“Financial PSU”) or to share price metrics tied to total shareholder return (“TSR PSU”).

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance conditions through the vesting date. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant.

			Shares (RSU)						Weighted-Average Grant date Fair Value Per Share
						Outstanding as of December 31, 2024						4,422,434						—
						Granted						1,524,562						—
Vested			(862,735)						—
Forfeited			(139,756)						—
Outstanding as of June 30, 2025			4,944,505						$	34.64

The RSUs vest over a four-year period, with expense recognized on a graded vesting basis over the requisite service period for each separately vesting tranche. In the period ending June 30, 2025, 1,524,562 shares have been granted under this plan, with a weighted-average grant-date fair value of $34.00.

As of June 30, 2025, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $95.2 million, which is expected to be recognized over a weighted-average period of 3.3 years.

Performance Stock Units

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

Financial PSUs

Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC, Contribution ex-TAC of Retail Media and Adjusted EBITDA. In the period ending June 30, 2025, 217,239 shares have been granted at target with a vesting period of three years. The target shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 434,478. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant. The weighted average grant-date fair value of those plans is $38.22 per share for a total fair value of approximately $8.3 million, to be expensed on a straight-line basis over the respective vesting period.

The number of shares granted, vesting and outstanding subject to performance conditions is as follows:

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			Shares (Financial PSU)						Weighted-Average Grant date Fair Value Per Share
						Outstanding as of December 31, 2024						836,008						—
						Granted						217,239						—
Performance share adjustment			16,539
Vested			(265,186)						—
Forfeited			—						—
Outstanding as of June 30, 2025			804,600						$	34.61

As of June 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units of approximately $14.4 million, which is expected to be recognized over a weighted-average period of 3.1 years.

TSR PSUs

TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and certain other vesting conditions. In the period ending June 30, 2025, 217,239 shares have been granted at target under this plan, to be earned in two equal tranches over a term of two and three years, respectively. The target shares are subject to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 434,478. The grant-date fair value is approximately $12.4 million, to be expensed on a straight-line basis over the respective vesting period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

Expected volatility of the Company			40.33		%
Expected volatility of the benchmark			77.41		%
Risk-free rate			3.95		%
Expected dividend yield			—		%

The number of shares granted, vested and outstanding subject to market conditions is as follows:

			Shares (TSR PSU)						Weighted-Average Grant date Fair Value Per Share
						Outstanding as of December 31, 2024						259,138						—
						Granted						217,239						—
Vested			—						—
Forfeited			—						—
Outstanding as of June 30, 2025			476,377						$	53.90

As of June 30, 2025, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $16.6 million, which is expected to be recognized over a period from April 1, 2025 to March 1, 2028.

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Lock-up shares

On August 1, 2022, the Company transferred 2,960,243 treasury shares (the “Lock-up Shares”) to the Iponweb Founder as partial consideration for the Iponweb acquisition. These shares were accounted for as share-based compensation in accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was recognized within Research and Development in the Consolidated Statement of Income. As of December 31, 2024, all Lock-up Shares were fully vested, and there was no remaining unrecognized stock-based compensation expense related to these awards.

Nonemployee warrants

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

			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, 2024						159,897												$	18.31					3.6						$	3,528.7
						Granted						—
Exercised			—
Canceled			—
Expired			—
Outstanding as of June 30, 2025			159,897						$	18.31					3.1						$	1,688.2
Vested and exercisable - June 30, 2025			159,897

The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of nonemployee warrants exercised was $1.6 million, and $0.0 million for the year and quarter ended December 31, 2024, and June 30, 2025, respectively. During the period ended June 30, 2025, there were no exercises of nonemployee warrants.

No new nonemployee warrants were granted in the period ending June 30, 2025. As of June 30, 2025 all instruments have fully vested.

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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, 2024						218,681												$	20.49					4.5						$	4,340.6
Options granted			—
Options exercised			(111,156)
Options forfeited			(1,100)
Options canceled			—
Options expired			(7,410)
Outstanding as of June 30, 2025			99,015
Vested and exercisable as of June 30, 2025			99,015						$	21.52					3.9						$	639.3

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised was $0.7 million and $0.8 million for the period ended June 30, 2025, and December 31, 2024, respectively.

No new stock options were granted in the period ending June 30, 2025. As of June 30, 2025, there was no remaining unrecognized stock-based compensation related to unvested stock options.

Note 11. Financial and Other Income and Expenses

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

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)
Financial income from cash equivalents			$	1,190		$	1,640					$	2,871					$	3,829
Interest and fees			(657)			(409)						(1,088)						(832)
Foreign exchange loss			(2,239)			(1,437)						(1,167)						(559)
Discounting impact			—			12						—						(1,766)
Other financial income (expense)			(95)			(90)						(115)						225
Total Financial and Other (Expense) Income			$	(1,801)		$	(284)					$	501					$	897

The $0.5 million in financial and other income for the six months ended June 30, 2025, were mainly driven by financial income from cash equivalents and a positive impact of foreign exchange losses, partially offset by interests and fees.

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Note 12. Income Taxes

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

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. While the adoption of Pillar Two did not have a material impact on the six months ended June 30, 2025, the Company will continue to assess the ongoing impact as additional guidance becomes available.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to both US domestic and international tax provisions. As the legislation was enacted after the end of the second quarter, it had no impact on our Q2 2025 effective tax rate. We are currently evaluating the impact of the legislation on our estimated annual effective tax rate and on our consolidated financial statements.

The following table presents provision for income taxes:

			Six Months Ended
			June 30, 2025						June 30, 2024
			(in thousands)
Provision for Income taxes			$	16,192					$	11,564

For the six months ended June 30, 2025, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Note 13. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share ("EPS") by dividing the net income or loss for the period attributable to shareholders of the Parent by the weighted average number of shares outstanding.

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025						June 30, 2024
Net income attributable to shareholders of Criteo S.A.			$	21,250		$	26,987					$	59,178					$	34,231
Weighted average number of shares outstanding of Criteo S.A.			52,986,068			54,684,560						53,480,338						54,915,140
Basic earnings per share			$	0.40		$	0.49					$	1.11					$	0.62

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income or loss attributable to shareholders of the Parent by the weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based compensation plans (refer to Note 10). There were no other potentially dilutive instruments outstanding as of June 30, 2025 and 2024. 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									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
Net income attributable to shareholders of Criteo S.A.			$	21,250		$	26,987					$	59,178		$	34,231
Basic shares :
Weighted average number of shares outstanding of Criteo S.A.			52,986,068			54,684,560						53,480,338			54,915,140
Dilutive effect of :
RSUs and PSUs			2,089,046			2,766,726						2,584,404			2,880,402
Lock-up shares ("LUSs")			—			1,333,396						—			1,187,404
Stock options			31,986			118,366						57,471			107,565
Share warrants			26,469			71,138						40,246			61,072
Diluted shares :
Weighted average number of shares outstanding used to determine diluted earnings per share			55,133,569			58,974,186						56,162,459			59,151,582
Diluted earnings per share			$	0.39		$	0.46					$	1.05		$	0.58

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:

						Six Months Ended
						June 30, 2025						June 30, 2024
Restricted share awards						1,349,639						454,891
Weighted average number of anti-dilutive securities excluded from diluted earnings per share						1,349,639						454,891

Note 14. Commitments and contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

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

Legal and Regulatory matters

Following a complaint from Privacy International against a number of advertising technology companies with certain data protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL") opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction against Criteo from the original amount of €60 million ($64.2 million) to €40 million ($43.3 million). Criteo issued the required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State (Conseil d’Etat).

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We are party to a claim (Doe v. 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. We intend to vigorously defend our position, but we are unable to predict the potential outcome or provide an estimate at this time.

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. We intend to vigorously defend our position, but we are unable to predict the potential outcome or provide an estimate at this time.

Non-income tax risks

We have recorded a $31.7 million provision related to certain non-income tax items accounted for under ASC 450 Contingencies. These risks were identified and recognized as part of the Iponweb Acquisition in 2022. We have recorded an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities under the purchase agreement for the Iponweb Acquisition. The indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated statement of financial position.

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Note 15. Disaggregation of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the period ended June 30, 2025 and June 30, 2024:

			Three Months Ended												Six Months Ended
			June 30, 2025						June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)												(in thousands)
Retail Media			$	60,913					$	54,777					$	120,411					$	105,649
Commerce Growth			393,870						387,638						759,166						760,403
Other			27,888						28,892						54,528						55,310
Performance Media			421,758						416,530						813,694						815,713
Total Revenue			$	482,671					$	471,307					$	934,105					$	921,362

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									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025						June 30, 2024
			(in thousands)
Americas
United States			$	178,413		$	190,725					$	352,912					$	368,002
EMEA
Germany			$	51,384		$	48,876					$	97,367					$	98,753
France			$	23,534		$	22,476					$	42,973					$	43,949
Asia-Pacific
Japan			$	55,441		$	48,853					$	109,592					$	101,997

For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information includes results from the locations of legal entities.

			Americas						EMEA						Asia-Pacific						Total
			(in thousands)
June 30, 2025			$	66,528					$	205,709					$	14,220					$	286,457
December 31, 2024			$	68,193					$	186,035					$	11,378					$	265,606

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Note 16. Subsequent Events

The Company evaluated all subsequent events that occurred after June 30, 2025 through the date of issuance of the unaudited condensed consolidated financial statements and determined there are no significant events that require adjustments or disclosure.

24

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission ("SEC"), on February 28, 2025. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, 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 Media Platform. We operate in commerce media, the future of digital advertising, leveraging 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.

Current quarter financial highlights

For the three months ended June 30, 2025, revenue increased by 2% to $482.7 million, compared to the same period in the prior year, driven by growth in Retail Media and Performance Media. At constant currency, revenue increased by 0.3%.

Gross profit for the three months ended June 30, 2025 increased by 11% to $258.5 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs.

Contribution ex-TAC for the three months ended June 30, 2025 increased by 9% to $292.1 million, compared to the same period in the prior year, driven by growth in Retail Media and in Performance Media. At constant currency, Contribution ex-TAC increased by 7%.

25

Net income for the three months ended June 30, 2025 decreased by (18)% to $22.9 million, primarily driven by growth investments and the amortization of intangible assets.

Adjusted EBITDA for the three months ended June 30, 2025 decreased by (4)% to $89.4 million, compared to the same period in the prior year, primarily due to planned growth investments.

Cash flows used for operating activities was $(1.4) million for the three months ended June 30, 2025, compared to $17.2 million in the same period in the prior year. This decrease reflects reduced trade payables and higher income tax payments related to 2024 income.

Trends, Opportunities and Challenges

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our subsequent quarterly reports on Form 10-Q. As previously disclosed in the first quarter, our largest customer notified us that they will curtail the scope of future services commencing November 1, 2025. For the year ended December 31, 2024, this customer accounted for 4.6% of our total revenue.

Develop and Scale our Commerce Media Platform

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

Business and Macroeconomic Conditions

Global economic and geopolitical conditions have been volatile due to factors such as the changes in global trade policies, the conflicts in Ukraine and the Middle East, inflation, and fluctuating interest rates. The economic uncertainty resulting from these factors may negatively impact advertising demand, consumer behavior, and our performance.

These factors, among others, including the impact of persistent inflation and changes in political and economic conditions (such as changes in or additional tariffs), make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the Company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to 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.

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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 June 30, 2025 and June 30, 2024 (Unaudited)

Revenue

Revenue breakdown by segment

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024			%  change			June 30, 2025			June 30, 2024			%  change
			(in thousands, except percentages)
Revenue as reported			482,671			471,307			2%			934,105			921,362			1%
Conversion impact U.S. dollar/other currencies			(9,947)									636
Revenue at constant currency			$	472,724		$	471,307		—%			$	934,741		$	921,362		1%
Retail Media revenue as reported			60,913			54,777			11%			120,411			105,649			14%
Conversion impact U.S. dollar/other currencies			(14)									431
Retail Media revenue at constant currency			$	60,899		$	54,777		11%			$	120,842		$	105,649		14%
Performance Media revenue as reported			421,758			416,530			1%			813,694			815,713			—%
Conversion impact U.S. dollar/other currencies			(9,932)									204
Performance Media revenue at constant currency			$	411,826		$	416,530		(1)%			$	813,898		$	815,713		—%

Revenue for the three months ended June 30, 2025 increased 2%, or flat on a constant currency basis, to $472.7 million compared to the three months ended June 30, 2024, mainly driven by Retail Media growth.

In the three months ended June 30, 2025, 91% of revenue came from existing clients while 9% came from new client additions.

Retail Media revenue increased 11%, or 11% on a constant currency basis, to $60.9 million for the three months ended June 30, 2025, driven by continued expansion in Retail Media onsite, in particular in the U.S. market, with more brands and retailers joining the platform.

Performance Media revenue increased 1%, or decreased (1)% on a constant currency basis, to 411.8 million for the three months ended June 30, 2025, driven by continued strength in travel, partially offset by soft retail trends, in particular related to fashion, growth for our Commerce Grid Supply Side Platform (SSP) and lower spend in our media trading marketplace.

Additionally, our $482.7 million of revenue for the three months ended June 30, 2025 was positively impacted by $(9.9) million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Japanese Yen, offset by the Brazilian Real, compared to the U.S. dollar.

Revenue for the six months ended June 30, 2025 increased 1%, or 1% on a constant currency basis, to $934.7 million compared to the six months ended June 30, 2024, reflecting growth in Retail Media.

In the six months ended June 30, 2025, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue increased 14%, or 14% on a constant currency basis, to $120.8 million for the six months ended June 30, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market.

Performance Media revenue remained flat as reported, and on a constant currency basis, to $813.9 million for the six months ended June 30, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

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Additionally, our $934.1 million of revenue for the six months ended June 30, 2025 was negatively impacted by $0.6 million of currency fluctuations, particularly as a result of the slight depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

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Revenue breakdown by region

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			%  change						June 30, 2025			June 30, 2024			%  change
			(in thousands, except percentages)
Revenue as reported			482,671			471,307			2%						934,105			921,362			1%
Conversion impact U.S. dollar / other currencies			(9,947)			—									636			—
Revenue at constant currency			$	472,724		$	471,307		—%						$	934,741		$	921,362		1%
Americas
Revenue as reported			199,797			212,375			(6)%						392,705			410,739			(4)%
Conversion impact U.S. dollar / other currencies			3,094			—									5,275			—
Revenue at constant currency			$	202,891		$	212,375		(4)%						$	397,980		$	410,739		(3)%
EMEA
Revenue as reported			185,955			168,497			10%						350,816			331,338			6%
Conversion impact U.S. dollar / other currencies			(9,703)			—									(5,335)			—
Revenue at constant currency			$	176,252		$	168,497		5%						$	345,481		$	331,338		4%
Asia-Pacific
Revenue as reported			96,919			90,435			7%						190,584			179,285			6%
Conversion impact U.S. dollar / other currencies			(3,338)			—									695			—
Revenue at constant currency			$	93,581		$	90,435		3%						$	191,279		$	179,285		7%

Our revenue in the Americas region decreased (6)%, or (4)% on a constant currency basis, to $202.9 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This primarily reflects continued soft retail trends, partially offset by Retail Media expansion as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 10%, or 5% on a constant currency basis, to $176.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Our revenue in the Asia-Pacific region increased 7%, or increased 3% on a constant currency basis, to $93.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, reflecting solid Travel and Classified trends in the region.

Our revenue in the Americas region decreased (4)%, or (3)% on a constant currency basis, to $398.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This primarily reflects continued soft retail trends, partially offset by strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Our revenue in EMEA increased 6%, or 4% on a constant currency basis, to $345.5 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Our revenue in the Asia-Pacific region increased 6%, or 7% on a constant currency basis, to $191.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, reflecting solid Travel and Marketplace trends.

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Cost of Revenue

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			%  change						June 30, 2025			June 30, 2024			%  change
			(in thousands, except percentages)
Traffic acquisition costs			190,602			204,214			(7)%						377,664			400,381			(6)%
Other cost of revenue			33,551			34,248			(2)%						60,947			70,913			(14)%
Total cost of revenue			$	224,153		$	238,462		(6)%						$	438,611		$	471,294		(7)%
% of revenue			46		%	51		%							47		%	51		%
Gross profit %			54		%	49		%							53		%	49		%

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change									June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Retail Media			904			911			(1)%									1,612			1,614			—%
Performance Media			189,698			203,303			(7)%									376,052			398,767			(6)%
Traffic Acquisition Costs			$	190,602		$	204,214		(7)%									$	377,664		$	400,381		(6)%

Total cost of revenue for the three months ended June 30, 2025 decreased $(14.3) million, or (6)%, compared to the three months ended June 30, 2024. This decrease was the result of a decrease of $(13.6) million, or (7)% (or (9)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume.

Traffic acquisition costs in Retail Media decreased by (1)%, or remained flat at constant currency, compared to the three months ended June 30, 2024.

Traffic acquisition costs in Performance Media decreased by (7)%, or (9)% at constant currency, compared to the three months ended June 30, 2024. This was driven by a (15)% decrease (or (16)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 9% increase in the number of impressions we purchased.

The decrease of $(0.7) million, or (2)% in other cost of revenue for the three months ended June 30, 2025 was mainly driven by a decrease in depreciation of servers.

Total cost of revenue for the six months ended June 30, 2025 decreased $(32.7) million, or (7)%, compared to the six months ended June 30, 2024. This decrease was the result of a decrease of $(22.7) million, or (6)% (or (6)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume, and a decrease of $(10.0) million, or (14)% in other cost of revenue.

Traffic acquisition costs in Retail Media remained flat as reported, and at constant currency, compared to the six months ended June 30, 2024.

Traffic acquisition costs in Performance Media decreased by (6)%, or (6)% at constant currency, compared to the six months ended June 30, 2024. This was driven by a (18)% decrease (or (18)% at constant currency) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 15% increase in the number of impressions we purchased.

The decrease of $(10.0) million or, (14)% in other cost of revenue for the six months ended June 30, 2025 was mainly driven by a decrease in depreciation of servers and lower lease expense of data centers, as we transition to a more efficient footprint.

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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 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 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 GAAP financial measures.

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

			Three Months Ended									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
			(in thousands)
Gross Profit			$	258,518		$	232,845					$	495,494		$	450,068
Other Cost of Revenue			33,551			34,248						60,947			70,913
Contribution ex-TAC			$	292,069		$	267,093					$	556,441		$	520,981

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												Six Months Ended
			June 30, 2025			June 30, 2024			% change									June 30, 2025			June 30, 2024			% change
			(amounts in thousands, except percentages)
Revenue
Retail Media			$	60,913		$	54,777		11%									$	120,411		$	105,649		14%
Performance Media			421,758			416,530			1%									813,694			815,713			—%
Total			$	482,671		$	471,307		2%									$	934,105		$	921,362		1%
Contribution ex-TAC
Retail Media			$	60,009		$	53,866		11%									$	118,799		$	104,035		14%
Performance Media			232,060			213,227			9%									437,642			416,946			5%
Total			$	292,069		$	267,093		9%									$	556,441		$	520,981		7%

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Contribution ex-TAC increased $25.0 million, or 9% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Contribution ex-TAC increased $35.5 million, or 7% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

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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												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(amounts in thousands, except percentages)
Gross Profit as reported																								$	258,518		$	232,845		11%						$	495,494		$	450,068		10%
Other cost of revenue as reported			33,551			34,248			(2)%						60,947			70,913			(14)%
Contribution ex-TAC as reported			292,069			267,093			9%						556,441			520,981			7%
Conversion impact U.S. dollar/other currencies			(6,137)			—									59
Contribution ex-TAC at constant currency			285,932			267,093			7%						556,500			520,981			7%
Traffic acquisition costs as reported			190,602			204,214			(7)%						377,664			400,381			(6)%
Conversion impact U.S. dollar/other currencies			(3,810)			—									577
Traffic Acquisition Costs at constant currency			186,792			204,214			(9)%						378,241			400,381			(6)%
Revenue as reported			482,671			471,307			2%						934,105			921,362			1%
Conversion impact U.S. dollar/other currencies			(9,947)			—									636
Revenue at constant currency			$	472,724		$	471,307		—%						$	934,741		$	921,362		1%

Research and Development Expenses

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Research and development expenses			$	79,610		$	59,639		33%						$	140,359		$	126,497		11%
% of revenue			16		%	13		%							15		%	14		%

Research and development expenses for the three months ended June 30, 2025, increased $20.0 million or 33% compared to the three months ended June 30, 2024. This increase was mainly due to higher amortization expense related to the accelerated amortization of internally developed intangible assets developed in response to third-party cookie deprecation. Additionally the increase was driven by higher headcount related costs due to one-time planned company-wide event, partially offset by lower share-based compensation related to the Iponweb acquisition.

Research and development expenses for the six months ended June 30, 2025, increased $13.9 million or 11% compared to the six months ended June 30, 2024. This increase was mainly due to higher amortization expense related to the accelerated amortization of internally developed intangible assets, developed in response to third-party cookie deprecation. Additionally the increase was driven by higher headcount related costs due to one-time planned company-wide event, partially offset by lower share-based compensation related to the Iponweb acquisition.

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Sales and Operations Expenses

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Sales and operations expenses			$	108,215		$	95,069		14%						$	197,104		$	187,911		5%
% of revenue			22		%	20		%							21		%	20		%

Sales and operations expenses for the three months ended June 30, 2025 increased $13.1 million or 14% compared to the three months ended June 30, 2024. This increase was mainly related to headcount related costs due to one-time planned company-wide event and third-party services.

Sales and operations expenses for the six months ended June 30, 2025 increased $9.2 million or 5% compared to the six months ended June 30, 2024. This increase was mainly related to headcount related costs due to one-time planned company-wide event, marketing costs, and third-party services.

General and Administrative Expenses

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
General and administrative expenses			$	40,238		$	41,199		(2)%						$	79,409		$	88,368		(10)%
% of revenue			8		%	9		%							9		%	10		%

General and administrative expenses for the three months ended June 30, 2025, decreased $(1.0) million or (2)%, compared to the three months ended June 30, 2024. This decrease was mainly related to a decrease in third-party services partially offset by increased head count related costs due to one-time planned company-wide event.

General and administrative expenses for the six months ended June 30, 2025, decreased $(9.0) million or (10)%, compared to the six months ended June 30, 2024. This decrease was mainly related to the change in the earn-out fair value related to the Iponweb acquisition in 2024 and a decrease in third party services.

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Financial and Other Income

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Financial and Other Income (Expense)			$	(1,801)		$	(284)		534%						$	501		$	897		(44)%
% of revenue			(0.4)		%	(0.1)		%							0.1		%	0.1		%

Financial and Other Income (Expenses) for the three months ended June 30, 2025, increased by $1.5 million or 534% compared to the three months ended June 30, 2024. This increase was due to an increase in foreign exchange losses partially offset by less interest income.

Financial and Other Income for the six months ended June 30, 2025, decreased by $(0.4) million or (44)% compared to the six months ended June 30, 2024. This decrease was due to the accretion in 2024 of the earn-out liability related to the Iponweb acquisition, partially offset by a decrease in interest income.

Provision for Income Taxes

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Provision for Income taxes			$	5,734		$	8,595		(33)%						$	16,192		$	11,564		40%
% of revenue			1		%	2		%							1		%	2		%

Provision for income tax expense for the three months ended June 30, 2025, decreased $(2.9) million or (33)% compared to the three months ended June 30, 2024. The decrease was driven by less income from operations and a lower effective tax rate.

Provision for income tax expense for the six months ended June 30, 2025, increased $4.6 million or 40% compared to the six months ended June 30, 2024. The increase was driven by higher income from operations.

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

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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, pension service costs, certain acquisition costs, certain restructuring, 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									Six Months Ended
			June 30, 2025			June 30, 2024						June 30, 2025			June 30, 2024
			(in thousands, except percentages)
Net Income			$	22,920		$	28,059					$	62,931		$	36,625
Adjustments:
Financial (income) expense			1,796			284						(152)			(897)
Provision for income taxes			5,734			8,595						16,192			11,564
Equity related compensation			21,543			21,877						37,423			49,168
Pension service costs			195			172						378			344
Depreciation and amortization expense (2)			35,764			25,077						61,457			49,995
Restructuring, integration and transformation costs			556			9,366						2,427			17,309
Other noncash or nonrecurring events (2)			872			—						872			—
Total net adjustments			66,460			65,371						118,597			127,484
Adjusted EBITDA (1)			89,380			93,430						181,528			164,109

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

(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

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

			Three Months Ended												Six Months Ended
			June 30, 2025			June 30, 2024			% change						June 30, 2025			June 30, 2024			% change
			(in thousands, except percentages)
Net Income			$	22,920		$	28,059		(18)%						$	62,931		$	36,625		72%
Adjusted EBITDA			$	89,380		$	93,430		(4)%						$	181,528		$	164,109		11%

Net income decreased $(5.1) million, or (18)%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and adjusted EBITDA decreased $(4.1) million, or (4)%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease in net income and adjusted EBITDA was primarily due to an increase in operating expenses mainly related to headcount related costs due to one-time planned company-wide event.

Net income increased $26.3 million, or 72%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, and adjusted EBITDA increased $17.4 million, or 11%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in net income and adjusted EBITDA was primarily due to higher gross profit.

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Liquidity and Capital Resources

Our cash and cash equivalents, and restricted cash at June 30, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $206.0 million as of June 30, 2025. The $(84.9) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(103.1) million in cash used for financing activities, a decrease of $(41.7) million in cash used for investing activities, partially offset by an increase of $60.9 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 ($477.0 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of June 30, 2025, provides total liquidity above $745.7 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Share buy-back programs

For the six months ended June 30, 2025, we have repurchased $104.5 million of shares. In 2024, we completed an additional $224.6 million share repurchase, and in 2023, we completed $125.0 million share repurchase.

All above programs have been implemented under our multi-year authorization granted by our board of directors. On January 2025, this authorization was extended to a total amount of up to $805.0 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 six months ended June 30, 2025 and 2024, our net capital expenditures were $(52.0) million and $(34.3) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly above, 5% of revenue for 2025, 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 Media Platform.

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

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.

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.

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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 six months ended June 30, 2025 and June 30, 2024:

			Six Months Ended
			June 30, 2025						June 30, 2024
			(in thousands)
Cash provided by operating activities			$	60,944					$	31,204
Cash used in investing activities			$	(41,725)					$	(35,157)
Cash used in financing activities			$	(103,143)					$	(102,098)

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 six months ended June 30, 2025, net cash provided by operating activities was $60.9 million, mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $60.5 million, and equity awards compensation expense of $37.2 million, partially offset by $(72.9) million of changes in working capital. The increase in cash flows from operating activities during the six months ended June 30, 2025, compared to the same period in 2024, was mainly due to higher net income and improved working capital partially offset by income taxes paid.

Investing Activities

For the six months ended June 30, 2025, net cash used for investing activities was $(41.7) million, primarily driven by capitalized software development costs and the acquisition of data center and server equipment.

Cash used for investing activities increased during the six months ended June 30, 2025, compared to the same period in 2024, due to higher software development costs.

Financing Activities

For the six months ended June 30, 2025, net cash used for financing activities was $(103.1) million, due to the repurchasing of shares of $(104.5) million. The increase in cash used for financing activities during the six months ended June 30, 2025, compared to the same period in 2024, was mostly due to an increase in the amount of shares repurchased.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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 2025.

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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 six months ended June 30, 2025.

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, 2024.

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

			Six Months Ended
			June 30, 2025												June 30, 2024
			(in thousands)
GBP/USD			+10%						-10%						+10%						-10%
Net income (loss) impact			$	298					$	(298)					$	159					$	(159)

			Six Months Ended
			June 30, 2025												June 30, 2024
			(in thousands)
BRL/USD			+10%						-10%						+10%						-10%
Net income (loss) impact			$	77					$	(77)					$	127					$	(127)

			Six Months Ended
			June 30, 2025												June 30, 2024
			(in thousands)
JPY/USD			+10%						-10%						+10%						-10%
Net income (loss) impact			$	4,857					$	(4,857)					$	3,099					$	(3,099)

			Six Months Ended
			June 30, 2025												June 30, 2024
			(in thousands)
EUR/USD			+10%						-10%						+10%						-10%
Net income (loss) impact			$	(1,335)					$	1,335					$	3,215					$	(3,215)

Credit Risk and Trade Receivables

For a description of our trade receivables, please see "Note 4. 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 June 30, 2025, 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 14. 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, 2024 and and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. These risks and uncertainties are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any such risks materialize, our business, financial condition and results of operations could be materially harmed and the trading price of our American Depositary Shares could decline. These risks are not exclusive and additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. There have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

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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 second fiscal quarter of 2025:

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)
April 1 to 30, 2025						427,848						$	31.18					427,848						$	149,692,151
May 1 to 31, 2025						751,320						$	27.81					751,320						$	128,790,582
June 1 to 30, 2025						548,084						$	25.68					548,084						$	114,707,619
Total						1,727,252												1,727,252

(1) On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase program from up to $630.0 million to up to $805.0 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 June 30, 2025, no directors or Section 16 officers of the Company adopted or terminated any Rule 10b5-1 trading arrangement or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

Exhibit Index

Incorporated by Reference

Exhibit

Description

Schedule/ Form

File Number

Exhibit

File Date

3.1

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

8-K

001-36153

3.1

6/16/2025

31.1#

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

31.2#

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

32.1*

Certificate of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended

101.INS

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

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Link base Document

101.DEF

XBRL Taxonomy Extension Definition Link base Document

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

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

#    Filed herewith.

*    Furnished herewith.

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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/ Sarah Glickman
Date: July 31, 2025			Name:			Sarah Glickman
			Title:			Chief Financial Officer
						(Principal financial officer and duly authorized signatory)

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FAQ

How did Criteo's Q2 2025 revenue compare with the prior year?

Q2 25 revenue rose 2% YoY to $482.7 million; currency-neutral growth was flat.

What happened to Criteo's profitability in Q2 2025?

Net income fell 18% to $22.9 million and diluted EPS dropped to $0.39 as operating costs increased.

Why did Criteo's cash balance decline in the first half of 2025?

The company spent $104.5 million on share buybacks, driving cash down to $205.7 million.

Which segment drove growth for Criteo in Q2 2025?

Retail Media grew 11% YoY to $60.9 million, outperforming Performance Media.

What risk did management disclose regarding a major customer?

Criteo’s largest customer, worth 4.6% of 2024 revenue, will reduce service scope starting 1 Nov 2025.

How large is Criteo's latest share-repurchase authorization?

On 31 Jan 2025 the board extended the program to $805 million of ADS repurchases.