Earnings fall as Criteo (NASDAQ: CRTO) sees 2026 contribution ex-TAC down

Rhea-AI Filing Summary

Criteo S.A. reported weaker first-quarter 2026 results, with revenue and profits declining year over year. Revenue fell to $425 million, down 6%, while gross profit slipped 6% to $223 million. Contribution ex-TAC, a key internal profitability metric, decreased 5% to $250 million.

Net income dropped sharply to $9 million, compared with $40 million a year earlier, and diluted EPS fell to $0.15 from $0.66. Adjusted EBITDA declined 30% to $65 million, and adjusted diluted EPS decreased to $0.73 from $1.10, reflecting lower contribution and higher operating expenses driven by growth investments and restructuring costs.

Criteo deployed $31 million to repurchase shares and ended the quarter with $371 million in cash and marketable securities and total financial liquidity of about $889 million. For full-year 2026, the company now expects Contribution ex-TAC to decline in the low single digits at constant currency and targets an adjusted EBITDA margin of roughly 32% to 34% of Contribution ex-TAC.

Positive

• None.

Negative

• Sharp earnings deterioration: Q1 2026 net income fell 79% year over year to $9 million, diluted EPS declined from $0.66 to $0.15, and adjusted EBITDA dropped 30% to $65 million, reflecting lower contribution and higher operating expenses.
• Weaker outlook: For fiscal 2026, Criteo now expects Contribution ex-TAC to decrease low-single-digit at constant currency and guides Q2 2026 Contribution ex-TAC down 11% to 9% year over year at constant currency.

Insights

Equity research analyst

Profitability fell sharply in Q1 2026 and guidance now points to a modest revenue-quality contraction.

Criteo’s Q1 2026 revenue declined 6% to $425M, but earnings deteriorated much more, with net income down 79% to $9M and adjusted EBITDA down 30% to $65M. Operating expenses rose 12% on growth and transformation investments, compressing margins.

Segment trends were mixed. Retail Media revenue and Contribution ex-TAC each fell 31%, reflecting a $27M headwind from scope changes with two clients, while Performance Media Contribution ex-TAC grew 2%. Despite weaker free cash flow of $16M, the company repurchased $31M of shares and maintained total liquidity near $889M.

For 2026, management now expects Contribution ex-TAC to decline low single digits at constant currency, with an adjusted EBITDA margin of 32–34%. Q2 guidance calls for Contribution ex-TAC of $260–264M, or -11% to -9% year over year at constant currency, highlighting continued pressure from Retail Media scope changes and softer budgets at some U.S. clients.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

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

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Q1 2026 Revenue: $425M Q1 2026 Net Income: $9M Q1 2026 Diluted EPS: $0.15 +5 more

8 metrics

Q1 2026 Revenue $425M Down 6% year over year from $451M

Q1 2026 Net Income $9M Down from $40M in Q1 2025 (79% decline)

Q1 2026 Diluted EPS $0.15 Versus $0.66 diluted EPS in Q1 2025

Q1 2026 Adjusted EBITDA $65M Down 30% from $92M a year earlier

Q1 2026 Contribution ex-TAC $250M Decreased 5% year over year from $264M

Q1 2026 Free Cash Flow $16M Compared with $45M in Q1 2025

Total financial liquidity $889M As of March 31, 2026 including cash, securities, revolver, M&A shares

Share repurchases Q1 2026 $31M Capital deployed to repurchase shares in first three months of 2026

Key Terms

Contribution ex-TAC, Adjusted EBITDA, Free Cash Flow, constant currency, +2 more

6 terms

Contribution ex-TAC financial

"Contribution ex-TAC in the first quarter decreased (5)% year-over-year"

Adjusted EBITDA financial

"Adjusted EBITDA for Q1 2026 was $65 million, resulting in an adjusted diluted EPS of $0.73"

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 $16 million in Q1 2026"

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.

constant currency financial

"At constant currency, revenue for Q1 2026 decreased (9)% and Contribution ex-TAC decreased (9)%"

Constant currency is a way of measuring financial results that removes the effects of changes in currency exchange rates. It allows for a clearer comparison of a company's performance over time by showing what the numbers would look like if exchange rates had stayed the same. This helps investors understand whether growth comes from actual business improvements or just currency fluctuations.

Retail Media financial

"Retail Media Contribution ex-TAC was down (32)% year-over-year 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.

Adjusted diluted EPS financial

"Adjusted diluted EPS was $0.73 per share on a diluted basis"

Adjusted diluted EPS is a company’s profit per share after adding back or removing one-time items (like restructuring costs or gains) and dividing by the number of shares including potential shares from options and convertible securities. Investors use it as a cleaner view of ongoing earnings—like looking at a car’s regular fuel efficiency rather than a trip boosted by downhill coasting—to judge underlying performance and compare companies without temporary distortions.

Earnings Snapshot

Revenue: $425M · Guidance included

Q1 2026

Revenue $425M -6% YoY

Gross Profit $223M -6% YoY

Net Income $9M -79% YoY

Diluted EPS $0.15 -77% YoY

Contribution ex-TAC $250M -5% YoY

Adjusted EBITDA $65M -30% YoY

Guidance

For fiscal 2026, Criteo now expects Contribution ex-TAC to decrease low-single-digit at constant currency and continues to target an adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC. For Q2 2026, it expects Contribution ex-TAC of $260–264M and adjusted EBITDA of $67–71M.

Understanding 8-K Material Events →

0001576427false00015764272026-05-062026-05-06

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

May 6, 2026

Date of Report (Date of earliest event reported)

CRITEO S.A.

(Exact name of registrant as specified in its charter)

France

001-36153

Not Applicable

(State or other jurisdiction of incorporation)

(Commission File Number)

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

32 Rue Blanche

Paris

France

75009

(Address of principal executive offices)

(Zip Code)

+33 17 585 0939

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
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 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 May 6, 2026, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended March 31, 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, 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 9.01  Financial Statements and Exhibits.

 

(d) Exhibits

Exhibit Number						Description
99.1						Press Release dated May 6, 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: May 6, 2026			By:			/s/ Sarah Glickman
			Name:			Sarah Glickman
			Title:			Chief Financial Officer

Exhibit 99.1

CRITEO REPORTS FIRST QUARTER 2026 RESULTS

Q1 Activated Media Spend Surpasses $1 Billion for the First Time

Deployed $31 Million to Repurchase Shares in Q1 2026

NEW YORK - May 6, 2026 - Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the first quarter ended March 31, 2026.

First Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months ended March 31, 2026:

						Three Months Ended
						March 31,
																		2026						2025						YoY Change
																		(in millions, except EPS data)
GAAP Results
Revenue																		$425						$451						(6)%
Gross Profit																		$223						$237						(6)%
Net Income																		$9						$40						(79)%
Gross Profit margin																		52%						52%						0 ppt
Diluted EPS																		$0.15						$0.66						(77)%
Cash from operating activities																		$48						$62						(23)%
Cash and cash equivalents																		$320						$286						12%
Non-GAAP Results1
Contribution ex-TAC																		$250						$264						(5)%
Adjusted EBITDA																		$65						$92						(30)%
Adjusted diluted EPS																		$0.73						$1.10						(34)%
Free Cash Flow (FCF)																		$16						$45						(65)%
FCF / Adjusted EBITDA																		25%						49%						(24) ppt

"We delivered a solid start to 2026 with disciplined execution and meaningful progress against our strategy,” said Michael Komasinski, Chief Executive Officer of Criteo. “While the near-term outlook reflects a more challenging environment, we are advancing our AI roadmap, strengthening our commercial organization, and scaling our AI-driven solutions across Performance Media and Retail Media. We remain confident in our path to reacceleration and the opportunity ahead.”

Operating Highlights

•Criteo became the first advertising technology partner integrating with OpenAI's advertising solution.

•We expanded our GO platform with full self-service access and agentic onboarding for small and mid-sized businesses (SMBs).

•Criteo's media spend2 was $4.4 billion in the last 12 months and $1.0 billion in Q1 2026, up 8% year-over-year at constant currency3.

•Retail Media Contribution ex-TAC was down (32)% year-over-year at constant currency3, as expected, reflecting the impact of previously communicated scope changes with two specific Retail Media clients. Excluding this impact, Contribution ex-TAC grew 24% in Q1 across the underlying client base.

•We expanded our DoorDash partnership in Canada and added Hyundai Department Store in APAC, further strengthening our Retail Media footprint.

•Performance Media Contribution ex-TAC was down (2)% year-over-year at constant currency3.

•We deployed $31 million of capital for share repurchases in the first three months of 2026.

•We received overwhelming shareholder support to redomicile from France to Luxembourg, with completion expected in the third quarter of 2026.

___________________________________________________

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.

1

Financial Summary

Revenue for Q1 2026 was $425 million, gross profit was $223 million and Contribution ex-TAC was $250 million. Net income for Q1 2026 was $9 million, representing $0.15 per share on a diluted basis. Adjusted EBITDA for Q1 2026 was $65 million, resulting in an adjusted diluted EPS of $0.73. As reported, revenue for Q1 decreased (6)%, gross profit decreased (6)% and Contribution ex-TAC decreased (5)%. At constant currency, revenue for Q1 2026 decreased (9)% and Contribution ex-TAC decreased (9)%. Cash flow from operating activities was $48 million in Q1 2026 and Free Cash Flow was $16 million in Q1 2026. As of March 31, 2026, we had $371 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, “Our first quarter results reflect strong execution, while our outlook incorporates macro volatility, including geopolitical tensions in the Middle East and the lower marketing budgets for certain large Performance Media U.S. clients so far in the second quarter. We are taking a prudent approach, with a continued focus on execution and cost discipline.”

First Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (6)% year-over-year in Q1 2026, or decreased (9)% at constant currency, to $425 million (Q1 2025: $451 million). Gross profit decreased (6)% year-over-year in Q1 2026 to $223 million (Q1 2025: $237 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q1 2025: 52%). Contribution ex-TAC in the first quarter decreased (5)% year-over-year, or decreased (9)% at constant currency, to $250 million (Q1 2025: $264 million).

•Retail Media revenue decreased (31)%, or (32)% at constant currency, and Retail Media Contribution ex-TAC decreased (31)%, or (32)% at constant currency, reflecting a $27 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 24% in Q1 across the underlying client base.

•Performance Media revenue decreased (2)%, or decreased (6)% at constant currency, and Performance Media Contribution ex-TAC increased 2%, or decreased (2)% at constant currency, reflecting mixed trends in Commerce Growth, continued momentum in our SSP, and improvement in AdTech services.

Net Income and Adjusted Net Income

Net income was $9 million in Q1 2026 (Q1 2025: net income: $40 million). Net income allocated to shareholders of Criteo was $8 million, or $0.15 per share on a diluted basis (Q1 2025: net income allocated to shareholders of $38 million, or $0.66 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $37 million, or $0.73 per share on a diluted basis (Q1 2025: $63 million, or $1.10 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $65 million (Q1 2025: $92 million), reflecting lower Contribution ex-TAC due to the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments in a seasonally low quarter. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 26% (Q1 2025: 35%).

Operating expenses increased 12% year-over-year to $212 million (Q1 2025: $189 million), mostly driven by planned growth investments. Non-GAAP operating expenses increased 10% year-over-year to $165 million (Q1 2025: $151 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $48 million in Q1 2026 (Q1 2025: $62 million).

Free Cash Flow was $16 million in Q1 2026 (Q1 2025: $45 million). On a trailing 12-month basis, Free Cash Flow was $181 million.

Cash and cash equivalents, and marketable securities, were $371 million, a $(17) million decrease compared to December 31, 2025, after spending $31 million on share repurchases in the three months ended March 31, 2026.

As of March 31, 2026, the Company had total financial liquidity of approximately $889 million, including $320 million of cash and cash equivalents, $51 million of marketable securities, $468 million available through its revolving credit facility, and $49 million of treasury shares reserved for M&A. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.

2

2026 Business Outlook

The following forward-looking statements reflect Criteo’s expectations as of May 6, 2026, including current macro-economic conditions, ongoing geopolitical tensions in the Middle East, and a prudent approach to guidance based on quarter-to-date trends.

Fiscal year 2026 guidance:

•We now expect Contribution ex-TAC to decrease low-single-digit at constant currency.

•We continue to expect an Adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC.

Second quarter 2026 guidance:

•We expect Contribution ex-TAC between $260 million and $264 million, or -11% to -9% year-over-year at constant-currency.

•We expect Adjusted EBITDA between $67 million and $71 million.

The Company’s second 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 0.862, a U.S. dollar-Japanese Yen rate of 154, a U.S. dollar-British Pound rate of 0.750, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.300.

The above guidance assumes that no acquisitions and dispositions are completed during the second 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.

3

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, 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, 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, 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.

4

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 December 31, 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 redomiciliation from France to Luxembourg (the “Conversion”), 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; the Conversion 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; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; 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, and in subsequent Quarterly Reports on Form 10-Q, 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.

5

Conference Call Information

Criteo’s senior management team will discuss the Company’s earnings on a call that will take place today, May 6, 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

Jessica Meyers, j.meyers@criteo.com

Financial information to follow

6

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

						March 31, 2026						December 31, 2025
Assets
Current assets:
Cash and cash equivalents						$	319,981					$	342,038
Trade receivables, net of allowances of $ 23.2 million and $ 25.9 million at March 31, 2026 and December 31, 2025, respectively						448,275						582,102
Income taxes						12,985						14,233
Other taxes						61,100						57,050
Marketable securities - current portion						28,348						23,242
Prepaid expenses and other current assets						69,597						53,210
Total current assets						940,286						1,071,875
Property and equipment, net						155,502						139,330
Intangible assets, net						148,724						151,853
Goodwill						532,525						535,761
Right of use assets - operating leases						128,692						134,205
Marketable securities - noncurrent portion						22,996						23,500
Noncurrent financial assets						8,193						8,314
Deferred tax assets						88,355						90,689
Other noncurrent assets						46,777						45,680
Total noncurrent assets						1,131,764						1,129,332
Total assets						$	2,072,050					$	2,201,207
Liabilities and shareholders' equity
Current liabilities:
Trade payables						$	448,472					$	566,046
Contingencies - current portion						11,390						9,229
Income taxes						21,943						27,528
Financial liabilities - current portion						10,626						11,360
Lease liability - operating - current portion						34,475						33,085
Other taxes						12,820						14,713
Employee - related payables						119,297						114,416
Other current liabilities						78,025						68,277
Total current liabilities						737,048						844,654
Deferred tax liabilities						5,179						5,285
Defined benefit plans						5,725						5,707
Lease liability - operating - noncurrent portion						99,221						105,277
Contingencies - noncurrent portion						23,039						22,729
Other noncurrent liabilities						32,403						31,826
Total noncurrent liabilities						165,567						170,824
Total liabilities						902,615						1,015,478
Shareholders' equity:
Common shares, €0.025 par value, 55,659,895 and 55,659,895 shares authorized and issued, and 50,098,139 and 51,151,866 outstanding at March 31, 2026 and December 31, 2025, respectively.						1,871						1,871
Treasury stock, 5,561,756 and 4,508,029 shares at cost as of March 31, 2026 and December 31, 2025, respectively.						(126,390)						(120,853)
Additional paid-in capital						698,717						706,321
Accumulated other comprehensive loss						(77,319)						(68,879)
Retained earnings						635,935						630,750
Equity attributable to the shareholders of Criteo S.A.						1,132,814						1,149,210
Noncontrolling interests						36,621						36,519
Total equity						1,169,435						1,185,729
Total equity and liabilities						$	2,072,050					$	2,201,207

7

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

																		Three Months Ended
																		March 31,
																								2026						2025
Revenue																								$	424,639					$	451,434
Cost of revenue
Traffic acquisition cost																								174,271						187,062
Other cost of revenue																								27,626						27,396
Gross profit																								222,742						236,976
Operating expenses:
Research and development expenses																								69,683						60,749
Sales and operations expenses																								97,501						88,889
General and administrative expenses																								45,158						39,171
Total operating expenses																								212,342						188,809
Income from operations																								10,400						48,167
Financial and other income																								1,873						2,302
Income before taxes																								12,273						50,469
Provision for income taxes																								3,693						10,458
Net income																								$	8,580					$	40,011
Net income available to shareholders of Criteo S.A.																								$	7,817					$	37,928
Net income available to noncontrolling interests																								$	763					$	2,083
Weighted average shares outstanding used in computing per share amounts:
Basic																								50,352,465						53,979,157
Diluted																								50,965,933						57,195,898
Net income allocated to shareholders per share:
Basic																								$	0.16					$	0.70
Diluted																								$	0.15					$	0.66

8

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

																		Three Months Ended
																		March 31,
																								2026						2025
Cash flows from operating activities
Net income																								$	8,580					$	40,011
Noncash and nonoperating items																								40,266						42,630
- Amortization and provisions																								28,569						23,583
- Equity awards compensation expense																								13,347						15,409
- Gain (Loss) on disposal of and impairment of long-lived assets																								(749)						547
- Change in uncertain tax positions																								427						—
- Change in deferred taxes																								2,007						6,888
- Change in income taxes																								(3,692)						(4,288)
- Other																								357						491
Changes in assets and liabilities:																								(639)						(20,300)
- Trade receivables																								131,986						163,943
- Trade payables																								(112,841)						(174,331)
- Other assets																								(24,515)						(8,460)
- Other liabilities																								3,828						(145)
- Operating lease liabilities and right of use assets																								903						(1,307)
Net cash provided by operating activities																								48,207						62,341
Cash flows from investing activities
Acquisition of intangible assets, property and equipment																								(32,848)						(17,091)
Disposal of intangibles assets, property and equipment																								641						—
Purchases of investment securities																								(17,319)						(11,449)
Maturities and sales of investment securities																								11,613						11,002
Net cash used in investing activities																								(37,913)						(17,538)
Cash flows from financing activities
Proceeds from exercise of stock options																								—						1,845
Repurchase of treasury stocks																								(30,969)						(56,168)
Change in other financing activities																								(316)						(471)
Net cash used in financing activities																								(31,285)						(54,794)
Effect of exchange rates changes on cash and cash equivalents																								(1,066)						5,219
Net decrease in cash and cash equivalents and restricted cash																								(22,057)						(4,772)
Net cash and cash equivalents and restricted cash at the beginning of the period																								342,359						290,943
Net cash and cash equivalents and restricted cash at the end of the period																								$	320,302					$	286,171
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial position
Cash and cash equivalents																								$	319,981					$	285,850
Restricted cash, included in other current assets																								$	321					$	321
Total cash, cash equivalents, and restricted cash																								$	320,302					$	286,171
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds																								$	(4,951)					$	(5,920)
Cash paid for interest																								$	(527)					$	(244)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables																								$	12,204					$	1,621

9

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

																		Three Months Ended
																		March 31,
																								2026						2025
CASH FROM OPERATING ACTIVITIES																								$	48,207					$	62,341
Acquisition of intangible assets, property and equipment																								(32,848)						(17,091)
Disposal of intangible assets, property and equipment																								641						—
FREE CASH FLOW (1)																								$	16,000					$	45,250

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

10

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

															Three Months Ended
															March 31,
																					2026						2025
Gross Profit																					222,742						236,976
Other Cost of Revenue																					27,626						27,396
Contribution ex-TAC (1)																					$	250,368					$	264,372

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

11

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

															Three Months Ended
															March 31,
			Segment																														2026						2025						YoY Change						YoY Change at Constant Currency (2)
			Revenue
			Retail Media																														$	41,271					$	59,498					(31)		%				(32)		%
			Performance Media																														383,368						391,936						(2)		%				(6)		%
			Total																														424,639						451,434						(6)		%				(9)		%
			Contribution ex-TAC
			Retail Media																														40,589						58,790						(31)		%				(32)		%
			Performance Media																														209,779						205,582						2		%				(2)		%
			Total (1)																														$	250,368					$	264,372					(5)		%				(9)		%

(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.

12

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

												Three Months Ended
												March 31,
																								2026						2025						YoY Change
Net income																								$	8,580					$	40,011					(79)		%
Adjustments:
Financial income																								(1,873)						(1,948)						4		%
Provision for income taxes																								3,693						10,458						(65)		%
Equity related compensation																								13,822						15,880						(13)		%
Pension service costs																								198						183						8		%
Depreciation and amortization expense																								28,367						25,693						10		%
Restructuring, integration and transformation costs																								10,162						1,871						443		%
Other noncash or nonrecurring events (2)																								1,950						—						NM
Total net adjustments																								56,319						52,137						8		%
Adjusted EBITDA (1)																								$	64,899					$	92,148					(30)		%

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

(2) Includes costs related to nonrecurring litigation matters.

13

CRITEO S.A.

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

(U.S. dollars in thousands, unaudited)

												Three Months Ended
												March 31,
																								2026						2025						YoY Change
Research and Development expenses																								$	69,683					$	60,749					15		%
Equity related compensation																								4,889						4,334						13		%
Depreciation and Amortization expense																								19,139						16,673						15		%
Pension service costs																								116						101						15		%
Restructuring, integration and transformation costs																								315						73						332		%
Non-GAAP - Research and Development expenses																								45,224						39,568						14		%
Sales and Operations expenses																								97,501						88,889						10		%
Equity related compensation																								2,952						5,421						(46)		%
Depreciation and Amortization expense																								1,417						3,339						(58)		%
Pension service costs																								21						24						(13)		%
Restructuring, integration and transformation costs																								4,539						66						NM
Non-GAAP - Sales and Operations expenses																								88,572						80,039						11		%
General and Administrative expenses																								45,158						39,171						15		%
Equity related compensation																								5,981						6,125						(2)		%
Depreciation and Amortization expense																								380						333						14		%
Pension service costs																								61						58						5		%
Restructuring, integration and transformation costs																								5,308						1,732						206		%
Other noncash or nonrecurring events (2)																								1,950						—						NM
Non-GAAP - General and Administrative expenses																								31,478						30,923						2		%
Total Operating expenses																								212,342						188,809						12		%
Equity related compensation																								13,822						15,880						(13)		%
Depreciation and Amortization expense																								20,936						20,345						3		%
Pension service costs																								198						183						8		%
Restructuring, integration and transformation costs																								10,162						1,871						443		%
Other noncash or nonrecurring events (2)																								1,950						—						NM
Total Non-GAAP Operating expenses (1)																								$	165,274					$	150,530					10		%

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

(2) Includes costs related to nonrecurring litigation matters.

14

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
												March 31,
																								2026						2025						YoY Change
Net income																								$	8,580					$	40,011					(79)		%
Adjustments:
Equity related compensation																								13,822						15,880						(13)		%
Amortization of acquisition-related intangible assets																								6,635						8,998						(26)		%
Restructuring, integration and transformation costs																								10,162						1,871						443		%
Other noncash or nonrecurring events (2)																								1,950						—						NM
Tax impact of the above adjustments (3)																								(4,021)						(3,930)						(2)		%
Total net adjustments																								28,548						22,819						25		%
Adjusted net income (1)																								$	37,128					$	62,830					(41)		%
Weighted average shares outstanding
- Basic																								50,352,465						53,979,157
- Diluted																								50,965,933						57,195,898
Adjusted net income per share
- Basic																								$	0.74					$	1.16					(36)		%
- Diluted																								$	0.73					$	1.10					(34)		%

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

(2) Includes costs related to nonrecurring litigation matters.

(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.

15

CRITEO S.A.

Constant Currency Reconciliation(1)

(U.S. dollars in thousands, unaudited)

												Three Months Ended
												March 31,
																								2026						2025						YoY Change
Gross Profit as reported																								$	222,742					$	236,976					(6)		%
Other cost of revenue as reported																								27,626						27,396						1		%
Contribution ex-TAC as reported(2)																								250,368						264,372						(5)		%
Conversion impact U.S. dollar/other currencies																								(9,474)						—
Contribution ex-TAC at constant currency																								240,894						264,372						(9)		%
Traffic acquisition costs as reported																								174,271						187,062						(7)		%
Conversion impact U.S. dollar/other currencies																								(5,692)						—
Traffic acquisition costs at constant currency																								168,579						187,062						(10)		%
Revenue as reported																								424,639						451,434						(6)		%
Conversion impact U.S. dollar/other currencies																								(15,166)						—
Revenue at constant currency																								$	409,473					$	451,434					(9)		%

(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.

16

CRITEO S.A.

Information on Share Count

(unaudited)

						Three 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						(799,401)						(298,265)
Basic number of shares - Basic EPS basis						50,352,465						53,979,157
Dilutive effect of share-based awards - Treasury method						613,468						3,216,741
Diluted number of shares - Diluted EPS basis						50,965,933						57,195,898
Shares issued as at March 31, before Treasury stocks						55,659,895						57,854,895
Treasury stocks as of March 31,						(5,561,756)						(4,285,178)
Shares outstanding as of March 31, after Treasury stocks						50,098,139						53,569,717

17

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

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

			YoY Change			QoQ Change			Q1 2026			Q4 2025			Q3 2025			Q2 2025			Q1 2025			Q4 2024			Q3 2024			Q2 2024			Q1 2024
Clients			(3)%			(2)%			16,528			16,786			16,977			17,142			17,084			17,269			17,162			17,744			17,767
Revenue			(6)%			(22)%			424,639			541,136			469,660			482,671			451,434			553,035			458,892			471,307			450,055
Americas			(18)%			(34)%			158,629			241,987			201,978			199,797			192,908			274,620			206,816			212,374			198,365
EMEA			6%			(14)%			175,330			202,901			174,335			185,955			164,861			183,372			161,745			168,496			162,842
APAC			(3)%			(6)%			90,680			96,248			93,347			96,919			93,665			95,043			90,331			90,437			88,848
Revenue			(6)%			(22)%			424,639			541,136			469,660			482,671			451,434			553,035			458,892			471,307			450,055
Retail Media			(31)%			(46)%			41,271			76,347			67,114			60,913			59,498			91,889			60,765			54,777			50,872
Performance Media			(2)%			(18)%			383,368			464,789			402,546			421,758			391,936			461,146			398,127			416,530			399,183
TAC			(7)%			(17)%			174,271			211,094			181,526			190,602			187,062			218,636			192,789			204,214			196,167
Retail Media			(4)%			(61)%			682			1,727			849			904			708			1,661			1,182			911			703
Performance Media			(7)%			(17)%			173,589			209,367			180,677			189,698			186,354			216,975			191,607			203,303			195,464
Contribution ex-TAC (1)			(5)%			(24)%			250,368			330,042			288,134			292,069			264,372			334,399			266,103			267,093			253,888
Retail Media			(31)%			(46)%			40,589			74,620			66,265			60,009			58,790			90,228			59,583			53,866			50,169
Performance Media			2%			(18)%			209,779			255,422			221,869			232,060			205,582			244,171			206,520			213,227			203,719
Cash flow from (used for) operating activities			(23)%			(70)%			48,207			160,688			89,600			(1,397)			62,341			169,454			57,503			17,187			14,017
Capital expenditures			88%			22%			32,207			26,495			22,258			34,882			17,091			23,394			18,899			21,119			13,224
Net cash position			12%			(6)%			320,302			342,359			255,335			206,024			286,171			290,943			283,990			291,698			341,862
Headcount			1%			(3)%			3,553			3,649			3,650			3,621			3,533			3,507			3,504			3,498			3,559
Days Sales Outstanding (days - end of month)			(8) days			3 days			60			57			64			65			68			62			65			64			66

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

18

FAQ

How did Criteo (CRTO) perform financially in Q1 2026?

Criteo’s Q1 2026 revenue was $425 million, down 6% year over year, with gross profit of $223 million. Net income dropped to $9 million and diluted EPS to $0.15, while adjusted EBITDA decreased 30% to $65 million, signaling weaker profitability versus last year.

What were Criteo (CRTO)’s key non-GAAP metrics in Q1 2026?

Contribution ex-TAC, Criteo’s core profitability metric, was $250 million in Q1 2026, down 5% year over year. Adjusted EBITDA reached $65 million and adjusted diluted EPS was $0.73. Free cash flow was $16 million, compared with $45 million in the prior-year quarter.

How did Criteo’s Retail Media and Performance Media segments perform in Q1 2026?

Retail Media revenue and Contribution ex-TAC each fell 31%, partly due to a $27 million headwind from scope changes with two clients. Performance Media revenue declined 2%, but its Contribution ex-TAC increased 2%, reflecting mixed trends across commerce growth, SSP, and AdTech services.

What guidance did Criteo (CRTO) provide for full-year 2026?

For 2026, Criteo now expects Contribution ex-TAC to decrease low-single-digit at constant currency. The company also continues to target an adjusted EBITDA margin of approximately 32% to 34% of Contribution ex-TAC, incorporating macro volatility and client budget trends into this outlook.

What is Criteo’s outlook for Q2 2026 Contribution ex-TAC and EBITDA?

For Q2 2026, Criteo expects Contribution ex-TAC between $260 million and $264 million, representing a 11% to 9% year-over-year decline at constant currency. Adjusted EBITDA is projected between $67 million and $71 million, reflecting ongoing impact from Retail Media scope changes.

What is Criteo (CRTO)’s cash and liquidity position after Q1 2026?

As of March 31, 2026, Criteo held $371 million in cash and marketable securities and reported total financial liquidity of about $889 million. This includes $320 million of cash and cash equivalents, $51 million of marketable securities, $468 million of revolver availability, and $49 million of treasury shares reserved for M&A.

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