Criteo (NASDAQ: CRTO) Q2 revenue falls 11% as 2026 outlook is reduced

Rhea-AI Filing Summary

Criteo S.A. reported second-quarter 2026 results alongside a CFO transition and a share capital reduction. Revenue was $428 million, down 11% year-over-year, with gross profit of $222 million and Contribution ex-TAC of $255 million, both declining double digits. Net income was $12 million, or $0.22 diluted EPS, while adjusted net income was $41 million, or $0.80 adjusted diluted EPS. Adjusted EBITDA was $73 million, a margin of about 29% of Contribution ex-TAC. Cash from operating activities was $20 million and Free Cash Flow was $(38) million as capital expenditures increased.

The company guided 2026 Contribution ex-TAC to decrease 12% to 10% at constant currency, with an expected adjusted EBITDA margin of about 30% of Contribution ex-TAC. For Q3 2026, Criteo expects Contribution ex-TAC of $237–$241 million (down 15%–14% year-over-year at constant currency) and adjusted EBITDA of $54–$58 million. Total financial liquidity was about $767 million, including $303 million in cash and marketable securities, and the company deployed $61 million for share repurchases in the first half, including $30 million in Q2.

Criteo appointed Connor McGogney as Chief Financial Officer effective August 10, 2026, succeeding Sarah Glickman, who will serve as a senior advisor through September 30, 2026. His amended employment agreement provides a $515,000 base salary, a target bonus of 75% of salary, and an initial RSU grant valued at $458,333, plus severance and vesting protections upon certain terminations and following a Change in Control. On July 30, 2026, the company reduced share capital to EUR 1,230,722.375 by cancelling 4,500,000 treasury shares, leaving 49,228,895 ordinary shares with EUR 0.025 nominal value. Operating highlights included $1.1 billion of Q2 media spend (up 9% year-over-year at constant currency), expanded Retail Media partnerships, and Criteo’s role as OpenAI’s first advertising technology partner, with over 2,000 brands advertising on ChatGPT.

Positive

• None.

Negative

• Q2 2026 performance declined: revenue fell 11% year-over-year to $428 million, net income dropped 49% to $12 million, and Contribution ex-TAC decreased 13% to $255 million.
• Outlook was reduced: Criteo now expects 2026 Contribution ex-TAC to decline 12% to 10% at constant currency and guides Q3 2026 Contribution ex-TAC down 15% to 14% year-over-year.

8-K Event Classification

5 items: 2.02, 5.02, 5.03, 7.01, 9.01

5 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Q2 2026 Revenue: $428 million Q2 2026 Net Income: $12 million Q2 2026 Adjusted EBITDA: $73 million +5 more

8 metrics

Q2 2026 Revenue $428 million Three months ended June 30, 2026; down (11)% year-over-year

Q2 2026 Net Income $12 million Net income for the three months ended June 30, 2026; down (49)% year-over-year

Q2 2026 Adjusted EBITDA $73 million Adjusted EBITDA for Q2 2026; (18)% year-over-year decline, ~29% of Contribution ex-TAC

Q2 2026 Contribution ex-TAC $255 million Three months ended June 30, 2026; decreased (13)% year-over-year

Total Liquidity $767 million As of June 30, 2026; includes $252M cash, $51M securities, $464M revolver

Media Spend Q2 2026 $1.1 billion Q2 2026 media spend; up 9% year-over-year at constant currency

FY 2026 Contribution ex-TAC Guidance -12% to -10% Expected year-over-year change at constant currency for fiscal year 2026

Share Capital After Reduction EUR 1,230,722.375 After cancellation of 4,500,000 treasury shares; 49,228,895 shares of EUR 0.025 nominal value

Key Terms

Contribution ex-TAC, Adjusted EBITDA, Free Cash Flow, Retail Media, +2 more

6 terms

Contribution ex-TAC financial

"Contribution ex-TAC in the second quarter decreased (13)% year-over-year"

Adjusted EBITDA financial

"Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Free Cash Flow financial

"Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million)"

Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.

Retail Media financial

"Retail Media revenue decreased (21)%, or (22)% at constant currency"

Retail media is the practice of retailers selling advertising space and promotional placements on their websites, apps, in-store screens and checkout areas, using their customer shopping data to target ads. It matters to investors because it creates a high-margin, recurring revenue stream for retailers—like a grocery store renting its endcap for featured products—and can boost profit and valuation by turning customer traffic into advertising sales.

Performance Media financial

"Performance Media revenue decreased (10)%, or decreased (9)% at constant currency"

Performance media are advertising and marketing channels that are bought and measured on the basis of specific, trackable outcomes — for example clicks, sign-ups, leads, or sales — rather than just exposure. For investors, it matters because these channels tie marketing spending directly to measurable revenue or customer acquisition metrics, making it easier to judge return on investment and scale or cut spending much like hiring a salesperson who is paid based on results.

Change in Control regulatory

"terminated due to an Involuntary Termination within one year following a Change in Control"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Earnings Snapshot

Revenue: $428 million · Guidance included

quarter ended June 30, 2026

Revenue $428 million (11)% year-over-year

Net income $12 million (49)% year-over-year

Adjusted EBITDA $73 million (18)% year-over-year

Adjusted diluted EPS $0.80 (13)% year-over-year

Guidance

For fiscal 2026, Criteo expects Contribution ex-TAC to decrease -12% to -10% at constant currency and an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC; for Q3 2026, it guides Contribution ex-TAC of $237–$241 million and Adjusted EBITDA of $54–$58 million.

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FAQ

How did Criteo (CRTO) perform financially in Q2 2026?

Criteo reported Q2 2026 revenue of $428 million, down 11% year-over-year, and net income of $12 million, or $0.22 diluted EPS. Contribution ex-TAC was $255 million, and adjusted EBITDA was $73 million with $0.80 adjusted diluted EPS.

What 2026 guidance did Criteo (CRTO) provide in this 8-K?

Criteo now expects 2026 Contribution ex-TAC to decrease 12% to 10% at constant currency and an adjusted EBITDA margin of about 30% of Contribution ex-TAC. For Q3 2026, it guides $237–$241 million Contribution ex-TAC and $54–$58 million adjusted EBITDA.

What CFO changes did Criteo (CRTO) announce?

Criteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026, succeeding Sarah Glickman. Glickman will serve as a senior advisor until September 30, 2026 to support the transition, and McGogney will also continue overseeing strategy and corporate development.

What are the key terms of Connor McGogney’s compensation at Criteo (CRTO)?

Under his amended employment agreement, McGogney will receive a $515,000 annual base salary, a target bonus equal to 75% of salary, and an initial RSU grant valued at $458,333. He also has severance, COBRA, and equity vesting benefits upon certain Involuntary Terminations and after a Change in Control.

How much capital did Criteo (CRTO) return to shareholders in 2026 so far?

In the first six months of 2026, Criteo deployed $61 million for share repurchases, including $30 million in Q2 2026. Additionally, on July 30, 2026, it cancelled 4,500,000 treasury shares, reducing share capital to EUR 1,230,722.375.

What was Criteo’s (CRTO) liquidity position as of June 30, 2026?

As of June 30, 2026, Criteo had $252 million in cash and cash equivalents and $51 million in marketable securities, plus $464 million available under its revolving credit facility, for total financial liquidity of about $767 million.

How is Criteo (CRTO) progressing with its redomiciliation plans?

Criteo completed its redomiciliation from France to Luxembourg, and the Board approved a planned transfer of legal domicile to the United States via a merger into a U.S. subsidiary, expected in January 2027, subject to shareholder approval and customary conditions.

0001576427false12/3100015764272026-08-052026-08-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 5, 2026 (July 30, 2026)

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg

001-36153

Not Applicable

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

5 Place de la Gare,

L-1616

Luxembourg

L-1616

Grand Duchy of Luxembourg

(Address of principal executive offices)

(Zip Code)

+352 27866850

Registrant’s telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Ordinary Shares, nominal value €0.025 per share			CRTO			Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.    ☐

ITEM 2.02  Results of Operations and Financial Condition

On August 5, 2026, Criteo S.A. (the “Company” or "Criteo") issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.

ITEM 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 5, 2026, the Company announced that its Board of Directors (the “Board”) has approved the appointment of Connor McGogney as the Company’s Chief Financial Officer, to succeed Sarah Glickman, the Company’s present Chief Financial Officer, effective as of August 10, 2026 (the “Succession Date”).

Pursuant to the authorization of the Board, Ms. Glickman will cease serving in her role as the Company’s Chief Financial Officer effective as of the Succession Date. At the Company’s request, Ms. Glickman has agreed to serve as a senior advisor to the Company from the Succession Date until the cessation of her employment on September 30, 2026, to facilitate a smooth transition of the role. Ms. Glickman is expected to execute a separation and release agreement consistent with the terms of her employment agreement.

Appointment of Connor McGogney as Chief Financial Officer

Mr. McGogney currently serves as Chief Strategy Officer at Criteo, where he leads strategic planning, corporate development and partnerships. Effective August 10, 2026, in addition to assuming the role of Chief Financial Officer, he will continue to oversee these current functions. Since joining Criteo in 2018, he has held a series of senior leadership roles across finance, strategy and corporate development, playing a central role in the Company’s financial planning, capital allocation and long-term strategic priorities. Prior to joining Criteo, Mr. McGogney was Vice President, Global M&A and Corporate Development at Nielsen. Before that, he was Vice President, Investment Banking at Credit Suisse, where he worked on a range of M&A and financing transactions for Media and Technology companies. Mr. McGogney received a B.S. in Information Sciences and Technology from the Pennsylvania State University and an M.B.A. with a focus on Corporate Finance from New York University.

In connection with his appointment as Chief Financial Officer as of the Succession Date, Mr. McGogney entered into an amended and restated employment agreement with Criteo Corp., the Company’s wholly owned subsidiary (the “Employment Agreement”). Pursuant to the Employment Agreement, effective upon the Succession Date, Mr. McGogney will receive an annual base salary of $515,000 and will be eligible for an annual bonus in accordance with the Criteo Executive Bonus Plan, with a target annual bonus equal to 75% of his annual salary rate. Mr. McGogney will also be eligible for the fringe and employee benefits generally made available by the Company to its other executives.

Also pursuant to the Employment Agreement, Mr. McGogney is eligible to receive equity grants of, or related to, the ordinary shares or common stock of the Company, as the case may be, subject to the terms and conditions of the applicable Company equity plan (the “Company Equity Plan”) and equity award agreement. Subject to the discretion of the Board, Mr. McGogney will receive a grant of a number of restricted stock units (“RSUs”) in connection with his appointment with a value equal to $458,333 on the date of grant. Such appointment grant will vest with respect to 25% of the RSUs on the first anniversary of the grant date, with quarterly vesting over the succeeding 36 months, and shall otherwise be subject to the terms and conditions of the Company Equity Plan.

Under the Employment Agreement, if Mr. McGogney’s employment is terminated by Criteo Corp. other than for Cause and other than due to his death or disability, or by Mr. McGogney for Good Reason (as such terms are defined in the Employment Agreement, each, an “Involuntary Termination”), Mr. McGogney will be entitled to receive (i) a lump sum payment equal to the sum of (A) 12 months of his annual base salary at the rate then in effect, (B) an amount equal to one times his target annual bonus opportunity (calculated as if the executive’s employment had not terminated and assuming 100% achievement of performance goals), and (C) all earned but unpaid bonus amounts in respect of completed performance periods prior to the termination date, (ii) payment by Criteo Corp. of the COBRA premiums for the executive and his eligible dependents under the Company’s group health plan for up to 12 months following the termination date, and (iii) continued vesting of all outstanding unvested RSUs and performance stock units (“PSUs”) as if the executive remained employed for six months following such termination (with the PSUs vesting based on actual performance at the end of the applicable performance year, as determined by the Board). If Mr. McGogney’s employment is terminated due to an Involuntary Termination within one year following a Change in Control (as defined in the Employment Agreement), Mr. McGogney will be entitled to receive, in addition to the severance benefits described in clauses (i) and (ii) above, immediate vesting of all outstanding unvested RSUs and PSUs (with PSUs vesting based on achievement of the target level of performance). The foregoing severance payments and benefits are contingent upon Mr. McGogney’s execution and non-revocation of a release of claims, as well as his continued compliance with his obligations under a restrictive covenants agreement with Criteo Corp.

There is no arrangement or understanding between Mr. McGogney and any other persons or entities pursuant to which he was appointed as Chief Financial Officer and Mr. McGogney does not have any family relationship with any director or executive officer of the Company, or person nominated or chosen by the Company to become a director or executive officer.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement attached as Exhibit 10.1 hereto and incorporated herein by reference.

ITEM 5.03  Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 30, 2026, a duly authorized representative of the Board appeared before a notary in Luxembourg to amend the Company’s articles of association (the “Articles”) to reflect a share capital reduction of the Company to EUR 1,230,722.375, represented by 49,228,895 ordinary shares of the Company each having a nominal value of EUR 0.025 (“Shares”), resulting from the cancellation of 4,500,000 Shares that were previously held in the Company’s treasury, effective as of July 30, 2026. The foregoing description is qualified by the full text of the Articles, as so amended, which is filed as Exhibit 3.1 to this report and incorporated herein by reference.

ITEM 7.01  Regulation FD Disclosure

On August 5, 2026, the Company issued a press release announcing Mr. McGogney’s appointment to the position of Chief Financial Officer of the Company, and Ms. Glickman’s ceasing to serve in that role, in each case to be effective as of August 10, 2026. A copy of such press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

The information furnished in this Item 7.01, including in Exhibit 99.2, shall not be deemed “filed” for purposes of the Exchange Act, nor shall such information be deemed automatically incorporated by reference into any filing under the Securities Act.

Forward-Looking Statements

This report contains “forward-looking” statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, that are based on beliefs of management of the Company and assumptions and on information currently available to the Company’s management. These forward-looking statements include, but are not limited to, statements regarding the succession of the Company’s Chief Financial Officer on the Succession Date. Forward-looking statements represent the Company’s management’s beliefs and assumptions only as of the

date of this report, and nothing in this report should be regarded as a representation by any person that these beliefs or assumptions will take place or occur. You should read the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended, and subsequent Quarterly Reports on Form 10-Q, including the Risk Factors set forth therein and the exhibits thereto, as well as future filings and reports by the Company and its subsidiaries, completely and with the understanding that the Company’s actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

ITEM 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
3.1						Amended Articles of Association of Criteo S.A.
10.1						Amended and Restated Employment Agreement, between Criteo Corp. and Connor McGogney, effective as of August 10, 2026
99.1						Earnings Press Release dated August 5, 2026
99.2						Press Release dated August 5, 2026
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

 

						Criteo S.A.
Date: August 5, 2026			By:			/s/ Richard van 't Hof
			Name:			Richard van 't Hof
			Title:			Daily Manager and Authorized Signatory

Exhibit 99.1

CRITEO REPORTS SECOND QUARTER 2026 RESULTS

Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026

Q2 2026 Media Spend of $1.1 Billion

Deployed $30 Million to Repurchase Shares in Q2 2026

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

Second Quarter 2026 Financial Highlights:

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

			Three Months Ended															Six Months Ended
			June 30,															June 30,
			2026						2025						YoY Change			2026						2025						YoY Change
			(in millions, except EPS data)
GAAP Results
Revenue			$428						$483						(11)%			$853						$934						(9)%
Gross Profit			$222						$259						(14)%			$445						$495						(10)%
Net Income			$12						$23						(49)%			$20						$63						(68)%
Gross Profit margin			52%						54%						(2)ppt			52%						53%						(1) ppt
Diluted EPS			$0.22						$0.39						(44)%			$0.37						$1.05						(65)%
Cash from operating activities			$20						$(1)						NM			$69						$61						12%
Cash and cash equivalents			$252						$206						23%			$252						$206						23%
Non-GAAP Results1
Contribution ex-TAC			$255						$292						(13)%			$506						$556						(9)%
Adjusted EBITDA			$73						$89						(18)%			$138						$182						(24)%
Adjusted diluted EPS			$0.80						$0.92						(13)%			$1.53						$2.02						(24)%
Free Cash Flow (FCF)			$(38)						$(36)						(3)%			$(22)						$9						(340)%
FCF / Adjusted EBITDA			(51)%						(41)%						(10)ppt			(16)%						5%						(21) ppt

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

Operating Highlights

•Criteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026. He succeeds Sarah Glickman, who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition.

•Criteo's media spend2 was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency3.

•Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries, with additional country launches planned, including Mexico and Brazil. ChatGPT Ads inventory is now available through Criteo’s self-service, cross-channel performance platform Criteo GO.

•The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC.

•Criteo launched sponsored products into AI-powered conversational search with Albertsons, creating new discovery and monetization opportunities.

•Criteo was named a Leader in the QKS Group SPARK Matrix™ for Retail Media Network and Monetization Platform, Q2 2026.

•The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.

•Criteo completed its redomiciliation from France to Luxembourg, and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States, which is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.

1

___________________________________________________

1 Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS and Free Cash Flow are not measures calculated in accordance with U.S. GAAP.

2 Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

3 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

2

Financial Summary

Revenue for Q2 2026 was $428 million, gross profit was $222 million and Contribution ex-TAC was $255 million. Net income for Q2 2026 was $12 million, representing $0.22 per share on a diluted basis. Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q2 decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)%. At constant currency, revenue for Q2 2026 decreased (11)% and Contribution ex-TAC decreased (12)%. Cash flow from operating activities was $20 million in Q2 2026 and Free Cash Flow was $(38) million in Q2 2026. As of June 30, 2026, we had $303 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, “Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value.”

Second Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

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

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

•Performance Media revenue decreased (10)%, or decreased (9)% at constant currency, and Performance Media Contribution ex-TAC decreased (10)%, or decreased (10)% at constant currency, reflecting soft performance in Commerce Growth, partially offset by improved year-over-year trends in AdTech Services.

Net Income and Adjusted Net Income

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

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

Adjusted EBITDA and Operating Expenses

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

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

Cash Flow, Cash and Financial Liquidity Position

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

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

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

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

3

2026 Business Outlook

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

Fiscal year 2026 guidance:

•We now expect Contribution ex-TAC to decrease -12% to -10% at constant currency.

•We now expect an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC.

Third quarter 2026 guidance:

•We expect Contribution ex-TAC between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.

•We expect Adjusted EBITDA between $54 million and $58 million.

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

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

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

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

4

Non-GAAP Financial Measures

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

Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

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

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

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

5

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

Forward-Looking Statements Disclosure

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

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

6

Conference Call Information

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

•United States:         +1 800 836 8184

•International:            +1 646 357 8785

•France                080-094-5120

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

About Criteo

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

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, m.dambre@criteo.com

Public Relations

Amanda Echavarri, a.echavarri@criteo.com

Financial information to follow

7

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

						June 30, 2026						December 31, 2025
Assets
Current assets:
Cash and cash equivalents						$	252,236					$	342,038
Trade receivables, net of allowances of $ 15.1 million and $ 25.9 million at June 30, 2026 and December 31, 2025, respectively						455,966						582,102
Income taxes						16,871						14,233
Other taxes						56,767						57,050
Marketable securities - current portion						28,052						23,242
Prepaid expenses and other current assets						63,180						53,210
Total current assets						873,072						1,071,875
Property and equipment, net						168,378						139,330
Intangible assets, net						141,357						151,853
Goodwill						531,794						535,761
Right of use assets - operating leases						134,390						134,205
Marketable securities - noncurrent portion						22,788						23,500
Noncurrent financial assets						8,073						8,314
Deferred tax assets						84,945						90,689
Other noncurrent assets						45,987						45,680
Total noncurrent assets						1,137,712						1,129,332
Total assets						$	2,010,784					$	2,201,207
Liabilities and shareholders' equity
Current liabilities:
Trade payables						$	457,107					$	566,046
Contingencies - current portion						11,505						9,229
Income taxes						8,321						27,528
Financial liabilities - current portion						9,645						11,360
Lease liability - operating - current portion						36,414						33,085
Other taxes						12,338						14,713
Employee - related payables						87,998						114,416
Other current liabilities						54,387						68,277
Total current liabilities						677,715						844,654
Deferred tax liabilities						5,131						5,285
Defined benefit plans						6,043						5,707
Lease liability - operating - noncurrent portion						102,128						105,277
Contingencies - noncurrent portion						23,304						22,729
Other noncurrent liabilities						32,332						31,826
Total noncurrent liabilities						168,938						170,824
Total liabilities						846,653						1,015,478
Shareholders' equity:
Common shares, €0.025 par value, 53,728,895 and 55,659,895 shares authorized and issued, and 48,550,453 and 51,151,866 outstanding at June 30, 2026 and December 31, 2025, respectively.						1,815						1,871
Treasury stock, 5,178,442 and 4,508,029 shares at cost as of June 30, 2026 and December 31, 2025, respectively.						(108,990)						(120,853)
Additional paid-in capital						706,534						706,321
Accumulated other comprehensive loss						(80,120)						(68,879)
Retained earnings						608,276						630,750
Equity attributable to the shareholders of Criteo S.A.						1,127,515						1,149,210
Noncontrolling interests						36,616						36,519
Total equity						1,164,131						1,185,729
Total equity and liabilities						$	2,010,784					$	2,201,207

8

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

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025												2026						2025
Revenue						$	428,018					$	482,671											$	852,657					$	934,105
Cost of revenue
Traffic acquisition cost						172,545						190,602												346,816						377,664
Other cost of revenue						33,259						33,551												60,885						60,947
Gross profit						222,214						258,518												444,956						495,494
Operating expenses:
Research and development expenses						71,945						79,610												141,628						140,359
Sales and operations expenses						85,539						108,215												183,040						197,104
General and administrative expenses						49,722						40,238												94,880						79,409
Total operating expenses						207,206						228,063												419,548						416,872
Income from operations						15,008						30,455												25,408						78,622
Financial and other income (expense)						319						(1,801)												2,192						501
Income before taxes						15,327						28,654												27,600						79,123
Provision for income taxes						3,576						5,734												7,269						16,192
Net income						$	11,751					$	22,920											$	20,331					$	62,931
Net income available to shareholders of Criteo S.A.						$	11,190					$	21,250											$	19,007					$	59,178
Net income available to noncontrolling interests						$	561					$	1,670											$	1,324					$	3,753
Weighted average shares outstanding used in computing per share amounts:
Basic						49,664,392						52,986,068												50,007,078						53,480,338
Diluted						50,545,915						55,133,569												50,754,574						56,162,459
Net income allocated to shareholders per share:
Basic						$	0.23					$	0.40											$	0.38					$	1.11
Diluted						$	0.22					$	0.39											$	0.37					$	1.05

9

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025												2026						2025
Cash flows from operating activities
Net income						$	11,751					$	22,920											$	20,331					$	62,931
Noncash and nonoperating items						25,870						28,238												66,136						70,868
- Amortization and provisions						23,471						36,902												52,040						60,485
- Equity awards compensation expense						16,381						21,128												29,728						36,537
- Loss (gain) on disposal of and impairment of long-lived assets						48						845												(701)						1,392
- Change in uncertain tax positions						95						(289)												522						(289)
- Change in deferred taxes						3,293						5,547												5,300						12,435
- Change in income taxes						(17,915)						(39,907)												(21,607)						(44,195)
- Other						497						4,012												854						4,503
Changes in assets and liabilities:						(17,322)						(52,555)												(17,961)						(72,855)
- Trade receivables						(1,705)						(2,564)												130,281						161,379
- Trade payables						11,890						(28,910)												(100,951)						(203,241)
- Other assets						9,186						20,908												(15,329)						12,448
- Other liabilities						(36,229)						(42,783)												(32,401)						(42,928)
- Operating lease liabilities and right of use assets						(464)						794												439						(513)
Net cash provided by (used in) operating activities						20,299						(1,397)												68,506						60,944
Cash flows from investing activities
Acquisition of intangible assets, property and equipment						(58,240)						(35,292)												(91,088)						(52,342)
Disposal of intangibles assets, property and equipment						422						410												1,063						369
Purchases of investment securities						—						(5,949)												(17,319)						(17,398)
Maturities and sales of investment securities						60						16,644												11,673						27,646
Net cash used in investing activities						(57,758)						(24,187)												(95,671)						(41,725)
Cash flows from financing activities
Proceeds from exercise of stock options						—						52												—						1,897
Repurchase of treasury stocks						(30,353)						(48,328)												(61,322)						(104,496)
Change in other financing activities						(324)						(73)												(640)						(544)
Net cash used in financing activities						(30,677)						(48,349)												(61,962)						(103,143)
Effect of exchange rates changes on cash and cash equivalents						175						(6,214)												(891)						(995)
Net decrease in cash and cash equivalents and restricted cash						(67,961)						(80,147)												(90,018)						(84,919)
Net cash and cash equivalents and restricted cash at the beginning of the period						320,302						286,171												342,359						290,943
Net cash and cash equivalents and restricted cash at the end of the period						$	252,341					$	206,024											$	252,341					$	206,024
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position
Cash and cash equivalents						$	252,236					$	205,703											$	252,236					$	205,703
Restricted cash, included in other current assets						$	105					$	321											$	105					$	321
Total cash, cash equivalents, and restricted cash						$	252,341					$	206,024											$	252,341					$	206,024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds						$	(13,868)					$	(40,383)											$	(18,819)					$	(48,241)
Cash paid for interest						$	(467)					$	(344)											$	(994)					$	(588)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables						$	10,729					$	4,633											$	10,729					$	4,633

10

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025												2026						2025
CASH FROM (USED IN) OPERATING ACTIVITIES						$	20,299					$	(1,397)											$	68,506					$	60,944
Acquisition of intangible assets, property and equipment						(58,240)						(35,292)												(91,088)						(52,342)
Disposal of intangible assets, property and equipment						422						410												1,063						369
FREE CASH FLOW (1)						$	(37,519)					$	(36,279)											$	(21,519)					$	8,971

(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.

11

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025												2026						2025
Gross Profit						222,214						258,518												444,956						495,494
Other Cost of Revenue						33,259						33,551												60,885						60,947
Contribution ex-TAC (1)						$	255,473					$	292,069											$	505,841					$	556,441

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

12

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

									Three Months Ended																								Six Months Ended
									June 30,																								June 30,
			Segment						2026						2025						YoY Change						YoY Change at Constant Currency (2)						2026						2025						YoY Change						YoY Change at Constant Currency (2)
			Revenue
			Retail Media						$	47,907					$	60,913					(21)		%				(22)		%				$	89,178					$	120,411					(26)		%				(27)		%
			Performance Media						380,111						421,758						(10)		%				(9)		%				763,479						813,694						(6)		%				(8)		%
			Total						428,018						482,671						(11)		%				(11)		%				852,657						934,105						(9)		%				(10)		%
			Contribution ex-TAC
			Retail Media						47,168						60,009						(21)		%				(22)		%				87,757						118,799						(26)		%				(27)		%
			Performance Media						208,305						232,060						(10)		%				(10)		%				418,084						437,642						(4)		%				(6)		%
			Total (1)						$	255,473					$	292,069					(13)		%				(12)		%				$	505,841					$	556,441					(9)		%				(11)		%

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

(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.

13

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025						YoY Change						2026						2025						YoY Change
Net income						$	11,751					$	22,920					(49)		%				$	20,331					$	62,931					(68)		%
Adjustments:
Financial expense (income)						(319)						1,796						(118)		%				(2,192)						(152)						NM
Provision for income taxes						3,576						5,734						(38)		%				7,269						16,192						(55)		%
Equity related compensation, and related social contribution expenses (1)						16,626						21,543						(23)		%				30,448						37,423						(19)		%
Pension service costs						196						195						1		%				394						378						4		%
Depreciation and amortization expense						31,581						35,764						(12)		%				59,948						61,457						(2)		%
Restructuring, integration and transformation costs						9,888						556						NM						20,050						2,427						726		%
Other noncash or nonrecurring events (2)						—						872						(100)		%				1,950						872						124		%
Total net adjustments						61,548						66,460						(7)		%				117,867						118,597						(1)		%
Adjusted EBITDA (3)						$	73,299					$	89,380					(18)		%				$	138,198					$	181,528					(24)		%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.

(2) Includes costs related to nonrecurring litigation matters.

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

14

CRITEO S.A.

Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025						YoY Change						2026						2025						YoY Change
Research and Development expenses						$	71,945					$	79,610					(10)		%				$	141,628					$	140,359					1		%
Equity related compensation, and related social contribution expenses (1)						6,003						5,398						11		%				10,892						9,732						12		%
Depreciation and Amortization expense						21,463						25,739						(17)		%				40,602						42,412						(4)		%
Pension service costs						116						109						6		%				232						210						10		%
Restructuring, integration and transformation costs						380						16						NM						695						89						681		%
Other noncash or nonrecurring events						—						872						(100)		%				—						872						(100)		%
Non-GAAP - Research and Development expenses						43,983						47,476						(7)		%				89,207						87,044						2		%
Sales and Operations expenses						85,539						108,215						(21)		%				183,040						197,104						(7)		%
Equity related compensation, and related social contribution expenses (1)						2,727						7,354						(63)		%				5,679						12,775						(56)		%
Depreciation and Amortization expense						623						3,574						(83)		%				2,040						6,913						(70)		%
Pension service costs						20						24						(17)		%				41						48						(15)		%
Restructuring, integration and transformation costs						663						(12)						NM						5,202						54						NM
Non-GAAP - Sales and Operations expenses						81,506						97,275						(16)		%				170,078						177,314						(4)		%
General and Administrative expenses						49,722						40,238						24		%				94,880						79,409						19		%
Equity related compensation, and related social contribution expenses (1)						7,896						8,791						(10)		%				13,877						14,916						(7)		%
Depreciation and Amortization expense						329						350						(6)		%				709						683						4		%
Pension service costs						60						62						(3)		%				121						120						1		%
Restructuring, integration and transformation costs						8,845						552						NM						14,153						2,284						520		%
Other noncash or nonrecurring events (2)						—						—						NM						1,950						—						NM
Non-GAAP - General and Administrative expenses						32,592						30,483						7		%				64,070						61,406						4		%
Total Operating expenses						207,206						228,063						(9)		%				419,548						416,872						1		%
Equity related compensation, and related social contribution expenses (1)						16,626						21,543						(23)		%				30,448						37,423						(19)		%
Depreciation and Amortization expense						22,415						29,663						(24)		%				43,351						50,008						(13)		%
Pension service costs						196						195						1		%				394						378						4		%
Restructuring, integration and transformation costs						9,888						556						NM						20,050						2,427						726		%
Other noncash or nonrecurring events (2)						—						872						(100)		%				1,950						872						124		%
Total Non-GAAP Operating expenses (3)						158,081						$	175,234					(10)		%				$	323,355					$	325,764					(1)		%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.

(2) Includes costs related to nonrecurring litigation matters.

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

15

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

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025						YoY Change						2026						2025						YoY Change
Net income						$	11,751					$	22,920					(49)		%				$	20,331					$	62,931					(68)		%
Adjustments:
Equity related compensation, and related social contribution expenses (1)						16,626						21,543						(23)		%				30,448						37,423						(19)		%
Amortization of acquisition-related intangible assets						6,661						9,637						(31)		%				13,296						18,635						(29)		%
Restructuring, integration and transformation costs						9,888						556						NM						20,050						2,427						726		%
Other noncash or nonrecurring events (2)						—						872						(100)		%				1,950						872						124		%
Tax impact of the above adjustments (3)						(4,409)						(4,739)						7		%				(8,430)						(8,669)						3		%
Total net adjustments						28,766						27,869						3		%				57,314						50,688						13		%
Adjusted net income (4)						$	40,517					$	50,789					(20)		%				$	77,645					$	113,619					(32)		%
Weighted average shares outstanding
- Basic						49,664,392						52,986,068												50,007,078						53,480,338
- Diluted						50,545,915						55,133,569												50,754,574						56,162,459
Adjusted net income per share
- Basic						$	0.82					$	0.96					(15)		%				$	1.55					$	2.12					(27)		%
- Diluted						$	0.80					$	0.92					(13)		%				$	1.53					$	2.02					(24)		%

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.

(2) Includes costs related to nonrecurring litigation matters.

(3) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.

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

16

CRITEO S.A.

Constant Currency Reconciliation(1)

(U.S. dollars in thousands, unaudited)

						Three Months Ended																		Six Months Ended
						June 30,																		June 30,
						2026						2025						YoY Change						2026						2025						YoY Change
Gross Profit as reported						$	222,214					$	258,518					(14)		%				$	444,956					$	495,494					(10)		%
Other cost of revenue as reported						33,259						33,551						(1)		%				60,885						60,947						—		%
Contribution ex-TAC as reported(2)						255,473						292,069						(13)		%				505,841						556,441						(9)		%
Conversion impact U.S. dollar/other currencies						1,241						—												(8,233)						—
Contribution ex-TAC at constant currency						256,714						292,069						(12)		%				497,608						556,441						(11)		%
Traffic acquisition costs as reported						172,545						190,602						(9)		%				346,816						377,664						(8)		%
Conversion impact U.S. dollar/other currencies						744						—												(4,948)						—
Traffic acquisition costs at constant currency						173,289						190,602						(9)		%				341,868						377,664						(9)		%
Revenue as reported						428,018						482,671						(11)		%				852,657						934,105						(9)		%
Conversion impact U.S. dollar/other currencies						1,985						—												(13,182)						—
Revenue at constant currency						$	430,003					$	482,671					(11)		%				$	839,475					$	934,105					(10)		%

(1) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

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

17

CRITEO S.A.

Information on Share Count

(unaudited)

						Six Months Ended
						2026						2025
Shares outstanding as at January 1,						51,151,866						54,277,422
Weighted-average effect of changes in shares outstanding during the period						(1,144,788)						(797,084)
Basic number of shares - Basic EPS basis						50,007,078						53,480,338
Dilutive effect of share-based awards - Treasury method						747,496						2,682,121
Diluted number of shares - Diluted EPS basis						50,754,574						56,162,459
Shares issued as at June 30, before Treasury stocks						53,728,895						57,854,895
Treasury stocks as of June 30,						(5,178,442)						(5,527,535)
Shares outstanding as of June 30, after Treasury stocks						48,550,453						52,327,360

18

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

(U.S. dollars in thousands except where stated, unaudited)

			YoY Change			QoQ Change			Q2 2026			Q1 2026			Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024			Q3 2024			Q2 2024
Clients			(2)%			1%			16,752			16,528			16,786			16,977			17,142			17,084			17,269			17,162			17,744
Revenue			(11)%			1%			428,018			424,639			541,136			469,660			482,671			451,434			553,035			458,892			471,307
Americas			(12)%			11%			175,983			158,629			241,987			201,978			199,797			192,908			274,620			206,816			212,374
EMEA			(8)%			(2)%			171,349			175,330			202,901			174,335			185,955			164,861			183,372			161,745			168,496
APAC			(17)%			(11)%			80,686			90,680			96,248			93,347			96,919			93,665			95,043			90,331			90,437
Revenue			(11)%			1%			428,018			424,639			541,136			469,660			482,671			451,434			553,035			458,892			471,307
Retail Media			(21)%			16%			47,907			41,271			76,347			67,114			60,913			59,498			91,889			60,765			54,777
Performance Media			(10)%			(1)%			380,111			383,368			464,789			402,546			421,758			391,936			461,146			398,127			416,530
TAC			(9)%			(1)%			172,545			174,271			211,094			181,526			190,602			187,062			218,636			192,789			204,214
Retail Media			(18)%			8%			739			682			1,727			849			904			708			1,661			1,182			911
Performance Media			(9)%			(1)%			171,806			173,589			209,367			180,677			189,698			186,354			216,975			191,607			203,303
Contribution ex-TAC (1)			(13)%			2%			255,473			250,368			330,042			288,134			292,069			264,372			334,399			266,103			267,093
Retail Media			(21)%			16%			47,168			40,589			74,620			66,265			60,009			58,790			90,228			59,583			53,866
Performance Media			(10)%			(1)%			208,305			209,779			255,422			221,869			232,060			205,582			244,171			206,520			213,227
Cash flow from (used for) operating activities			NM			(58)%			20,299			48,207			160,688			89,600			(1,397)			62,341			169,454			57,503			17,187
Capital expenditures			66%			80%			57,818			32,207			26,495			22,258			34,882			17,091			23,394			18,899			21,119
Net cash position			22%			(21)%			252,341			320,302			342,359			255,335			206,024			286,171			290,943			283,990			291,698
Headcount			(2)%			—%			3,543			3,553			3,649			3,650			3,621			3,533			3,507			3,504			3,498
Days Sales Outstanding (days - end of month)			(7) days			(2) days			58			60			57			64			65			68			62			65			64

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

19

Exhibit 99.2

CRITEO APPOINTS CONNOR MCGOGNEY AS CHIEF FINANCIAL OFFICER

After Six Years as Chief Financial Officer, Sarah Glickman to Transition to Advisory Role

NEW YORK, August 5, 2026 – Criteo S.A. (NASDAQ: CRTO), (“Criteo” or the “Company”), the global commerce intelligence company, today announced the appointment of Connor McGogney as Chief Financial Officer, effective August 10, 2026. In addition to leading the Company's finance organization, McGogney will continue to oversee strategy, corporate development and partnerships. He succeeds Sarah Glickman, who has served as Chief Financial Officer since 2020 and will remain as an advisor through the end of September to support the transition.

McGogney currently serves as Chief Strategy Officer at Criteo. Since joining the Company in 2018, he has held senior leadership roles across strategy, corporate development, and finance, playing a central role in the Company’s long-term strategic priorities, financial planning, and capital allocation strategy. He brings more than 20 years of experience in corporate finance, capital markets and strategic planning, including leadership roles at Nielsen and Investment Banking at Credit Suisse. He received a B.S. in Information Sciences and Technology from the Pennsylvania State University and a M.B.A. with a focus on Corporate Finance from New York University. McGogney will continue to report to Chief Executive Officer Michael Komasinski and will remain based in New York.

"Connor brings a unique combination of finance and strategy expertise, capital markets experience and relationships, and a deep understanding of our business," said Michael Komasinski, Chief Executive Officer of Criteo. "He has been a trusted partner on our executive team and to our Board of Directors in our financial and long-term strategic planning and capital allocation, and we are confident Connor is the right leader to oversee our finance organization as we execute against our strategy."

"I am honored to take on the role of Chief Financial Officer at Criteo,” said Connor McGogney. “I look forward to continuing to work with the rest of the executive team as we build on our strong financial foundation and execute our strategy with discipline to maximize shareholder value."

"On behalf of the Board and the entire leadership team, I want to thank Sarah for her outstanding leadership and significant contributions over the past six years," Komasinski

added. "Sarah has been instrumental in strengthening Criteo’s financial foundation, driving greater operational discipline and helping guide the Company through a period of significant transformation."

"Serving as Criteo's Chief Financial Officer has been one of the most rewarding experiences of my career," said Sarah Glickman. "I am incredibly proud of what we have accomplished together and deeply grateful to my colleagues across Criteo for their partnership, dedication and support over the past six years."

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, m.dambre@criteo.com

Public Relations

Amanda Echavarri, a.echavarri@criteo.com

About Criteo

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

Forward Looking Statements Disclosure

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are based on beliefs of management of the Company and assumptions and on information currently available to the Company’s management. These forward-looking statements include, but are not limited to, statements regarding the succession of the Company’s Chief Financial Officer. Forward-looking statements represent the Company’s management’s beliefs and assumptions only as of the date of this report, and nothing in this report should be regarded as a representation by any person that these beliefs or assumptions will take place or occur. You should read the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as amended, and subsequent Quarterly Reports on Form 10-Q, including the Risk Factors set forth therein and the exhibits thereto, as well as future filings and reports by the Company and its subsidiaries, completely and with

the understanding that the Company’s actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 732.2 KB
• EX-99.2 EX-99.2 10.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 208.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB
• EX-3.1 EX-3.1 163.1 KB