CRTO 10-K & 10-Q changes, risk factors and insider trading

Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities, add functionality to and improve the performance of the Criteo Commerce MediaIntelligence Platform, and address technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased revenue at all.

Our investments in our Commerce Intelligence Platform and new technologies are inherently risky and may not be successful. While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases.

The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, including large established companies,walled gardens, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.

Certain internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other solutions or services that could be significantly harmful to our business and results of operations. Some of these companies also have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads,Ads , which they can use to their advantage. Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.

In addition to competing for advertising spend, we compete with many companies for advertising inventory. As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory.

Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as the GDPR and restrictions on data collection and use, including those implemented by large technology companies. The components of our transformation include diversification of our services as we rely less on third-party signals, focus on growth and investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth depend on the success of this transformation and our new business strategies, including our management team’s ability to successfully implement them.

The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend. Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue continues to be generated through click or impressionimpression- based pricing models or an equivalent, such that our clients only pay us when a user engages with the advertisement, usually by clicking on it.

Many of our agreements with clients neither include a spending minimum nor include long-term obligations requiring publishers to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine.

Our client’sclients’ satisfaction also depends on our ability to keepprevent advertisements from beingappearing placedalongside inunlawful, unlawfulinappropriate, or inappropriateotherwise content, ornon-compliant content that is not permitted under the terms of the applicable agreements with clients.agreements. While this dependsrelies in partpartly on the optimal functioningperformance of the Criteo AI Engine, asthe moregrowing adoption of our clients use our self-service tools—where clients operate with lesslimited interventiondirect bysupport—can us,make it could become more challenging to trainguide andtheir supportusage such clients to use such toolseffectively and to prevent inappropriateimproper orad unlawful advertisements from being shown. Consistent with the nature of all technology companies, fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine.placements.

IfSignificant we were to experience significantsystem errors, defects, or fraudulent or malicious activity incould impair or disable the Criteo AI Engine, our solution could be impaired or stop working altogether, which could significantly impairhindering our ability to purchase any advertising inventory and generate any revenue until thethese errors, defects or fraudulent or malicious activity were detected and corrected. If weissues are unableresolved. Failure to keepprevent our clients’ advertisementsads from being placed in unlawful or inappropriate content,contexts could also harm our reputation and business may suffer. Other negative consequences from experiencing such issues could include:relationships.

• a lossLoss of clients andor publisherspublishers, or a decrease inreduced inventory purchasedpurchases by clients;

•Decrease fewerin consumer visits to our clientclients’ websites or mobile applications;

• lowerLower return on advertising spend for our clients;

•Reduced lowervalue price for theof advertising inventory we can offeroffered to publishers;

• deliveryDelivery of less relevant or irrelevant advertisements,ads, resulting in lowerlowering click-through orand conversion rates;

• being blockedBlocking by internet service providers or regulatorsregulatory authorities;

•Client refusalspayment todisputes, pay,refund demandsdemands, forcampaign refunds,terminations, withdrawal of future business, loss of confidence, termination of campaigns or withdrawal of future business and potential liability forthrough damages ordamages, regulatory inquiriesactions, or lawsuits; and

• negativeAdverse publicity or harmreputational to our reputation.harm.

Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions or other transactions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely effectaffect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely affect our business, financial condition or operating results, including risks arising from:

• ineffectiveness, lack of scalability, or incompatibility of acquired technologies or services;

• unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;

• loss of key employees of acquired businesses;

• inability to maintain the key business relationships and the reputation of acquired businesses or products;

• failure to successfully further develop the acquired technology to recoup our investment;

• diverting management’s attention from other business concerns;

• liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties;

• implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls; and

• increased fixed costs without corresponding offsetting growth.

• limited or unfavorable intellectual property (“IP”) protection;protection.

Because Criteo S.A.'s functional currency is the euro, while Criteo S.A.'s reporting currency is the U.S. dollar, we face exposure to fluctuations in foreign currency exchange rates. Foreign currency exchange risk exposure also arises from intra-company transactions and financing with subsidiaries that have a functional currency different than the euro. While we are engaging in hedging transactions to minimize the impact of uncertainty in future exchange rates on intra-company transactions and financing, we may not hedge all of our foreign currency exchange rate risk. In addition, hedging transactions carry their own risks and costs, and could expose us to additional risks that could harm our financial condition and operating results.

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP"), we present Contribution ex-TAC, and Adjusted

Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S. GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation expense,and director fees for share purchases, pension service costs, certain restructuring,acquisition costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs and aother lossnonrecurring contingencyor relatednon tocash aitems regulatoryimpacting matter.net income that we do not consider indicative of our business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable U.S. GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce MediaIntelligence Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping journey. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.

For the year ended December 31, 2024,2025, revenue was $1,933.3$1,944.9 million, downup (1)%1% compared to the prior year, reflecting growth in Retail Media offsetand by lowerflat revenue in Performance Media. At constant currency, revenue was flat.

Gross profit for the year ended December 31, 20242025 increased by 14%7% to $983.0$1,049.4 million, compared to the prior year, primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation expense of data center servers.

Net income for the year ended December 31, 20242025 increased by 110%30% to $114.7$149.4 million, compared to the prior year, primarily due to lowerhigher trafficgross acquisition costs.profit.

Adjusted EBITDA for the year ended December 31, 20242025 increased by 29%4% to $390.1$406.7 million, compared to the prior year, primarily due to higher Contribution ex-TAC.ex-TAC, partially offset by an increase in operating expenses.

Develop and Scale our Commerce MediaIntelligence Platform

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

These factors, among others, including inflationary pressures and changes in political and economic policies such as the impactintroduction of persistentnew inflation,or additional tariffs, make it difficult for Criteo and our clients to accurately forecast and plan future business activities,activities. andAs coulda causeresult, the company'sour clients tomay reducereduce, delay, or delaymore cautiously allocate their advertising spendingspending, or increase their cautiousness, which, in turn,which could haveadversely an adverse impact onaffect our business, financial condition and results of operations. We continue to monitor macroeconomic conditions closely and may take actions in response to such conditions to the extent they adversely affect our business.

In the advertising industry, companies commonly experience seasonal fluctuations in revenue, as many marketers allocate the largest portion of their budgets to the third and fourth quarter of the calendar year in order to coincide with increased back-to-school and holiday purchasing. Historically, the fourth quarter has reflected our highest level of advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this trend may be masked due to the growth of our business. In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical conditions discussed above. We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.levels.

We are subject to U.S. and international laws and regulations regarding privacy, data protection, digital advertising and the collection of user data. In addition, large Internet and technology companies such as Google and Apple are making their own decisions as to how to protect consumer privacy with measures resulting in signal loss, which impact the entire digital ecosystem. While Google has announced in July 2024, that it will not pursue its original plan to fully phase out third-party cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web browsing that can be adjusted at any time. This proposal remains subject to consultation with the UK Competition and Market Authority, the Information Commissioner's Office and other global regulators. These developments could cause instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.

Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may materially differ from these estimates.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably possible could materially impact the financial statements. We believe estimates associated with (1) revenue recognition, including judgementsjudgments made in the determination of whether we are acting as a principleprincipal or agent (2) income taxes, including i) recognition of deferred tax assets arising from the subsidiaries projected taxable profit for future years, ii) evaluation of uncertain tax positions and iii) recognition of income tax position in respect with tax reforms recently enacted in countries where we operate, (3) assumptions used in valuing long-lived assets including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses, are critical as they are made based on assumptions about matters which are uncertain. See Note 1.1 Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1 for a description of our other significant accounting policies.

Significant estimates in valuing certain intangible assets include, but are not limited to, estimated replacement costs and future expected cash flows from acquired users, acquired technology, acquired patents, and trade names from a market participant perspective, useful lives, and discount rates. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

Goodwill is tested for impairment at the reporting unit level annually, or more frequently if events or changes in circumstances would indicate that the fair value of a reporting unit may be below its carrying value. Fair value is estimated using a discounted cash flow model. Goodwill has been allocated to segments using a relative fair value allocation approach. AsThe annual impairment test incorporated updated revenue projections, including the anticipated impact of the reduction in services from our largest customer, which resulted in a decrease in the excess of fair value over carrying value for the Retail Media reporting unit compared to the prior year. Fair value continued to exceed carrying value. For the year ended December 31, 2024,2025, no impairment of goodwill has been identified. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual impairment test date from December 31 to October 1. Refer to Note 10 Goodwill of our financial statements beginning on page F-1.

Long-lived assets, including property and equipment and finite-lived intangible assets are reviewed for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use and eventual disposition. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value.

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting in a change in the estimated useful life of certain servers and network equipment from five to six years,years. whichThis we expect to resultchange in aaccounting reductionestimate ofis depreciationeffective of approximately $7 million for the fullbeginning fiscal year 2025 for assets in service as of December 31, 2024.2025. For additional information regarding the change in useful lives refer to Note 1.1 Principles and Accounting Methods of our financial statements.

For Retail Media, we generate revenue by providing our platform to brands, agencies and retailers for the purchase and sale of digital advertising inventory. Generally, our revenue is based on a percentage of working media spend that runs through our platform. The working media spend running through the platform depends on various factors, such as but not limited to the number of customers using the platform and the budgets allocated by brands and agencies to the Criteo platform. In Retail Media, we also generate revenue throughby providing additional professional services to our customers. Retail Media revenue is primarily recognized on a net basis, as we act as an agent in the transaction.

Our cost of revenue includes traffic acquisition costs and other cost of revenue. Traffic acquisition costs consist primarily of purchases of impressions from publishers on a cost-per-thousand-impressions ("CPM") basis, incurred to generate our revenues, for the Performance Media segment. We purchase impressions directly from publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our Consolidated Statements of Financial Position as trade payables. For a discussion of the trends we expect to see in traffic acquisition costs, see the section entitled " - Highlights and Trends - Contribution ex-TAC" in Item 7.E -Trend Information below.

Other cost of revenue includes expenses related to depreciation of data center equipment, costs to lease cost of data centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees .fees. The Company does not build or operate its own data centers and none of its Research and Development employmentsemployees are dedicated to revenue generating activities. As a result, we do not include the costs of such personnel in other cost of revenue.

For a discussion of recent accounting pronouncements applicable to us, see Note 1 Principles and Accounting Methods to our audited consolidated financial statements beginning on page F-1.

Revenue in 20242025 decreasedincreased $(16.2)$11.6 million, or (1)%1% (or flat on a constant currency basis) to $1,933.3$1,944.9 million compared to 2023.2024. The year-over-year increase in revenue was driven by the increase in Retail Media revenue and flat Performance Media revenue.

The year-over-year decrease in revenue was driven by lower Performance Media revenue, partially offset by the increase in Retail Media revenue. Performance Media revenue decreasedremained (4)%flat (or decreased (21)% on a constant currency basis) to $1,675.0$1,681.0 million for 2024,2025, driven by lower spend in our mediaAdTech tradingservices marketplace,and supply business and soft retail trends, in particular related to fashion, partially offset by continued strength in travel and classifieds.marketplaces.

Our revenue in the EMEAAmericas region increaseddecreased $3.8$(55.5) million,million or 1%(6)% (or 1%(6)% on a constant currency basis) to $676.5$836.7 million for 20242025 compared to 2023.2024. This increasereflects waslower drivenPerformance byMedia continuedrevenue tractionprimarily due to soft retail trends and lower spend in Retailour Mediasupply and continuedAdTech strength in travel and classifieds,services, partially offset by softgrowth retailin trends.Retail Media.

Our revenue in the Asia-PacificEMEA region decreasedincreased $(24.9)$51.6 million, or (6)%8% (or (1)%4% on a constant currency basis) to $364.7$728.1 million for 20242025 compared to 2023.2024. TheThis decreaseincrease was driven by softan classifiedincrease trends,in partiallyPerformance Media primarily due to strength in travel, slightly offset by solida retail and travel trendsdecrease in theRetail region.Media.

Investing in our Ordinary Shares involves a high degree of risk. You should carefully consider the following risks describedand underall theother headinginformation “Risk Factors”contained in ourthis AnnualQuarterly Report on Form 10-K10-Q for("Form 10-Q"), including our consolidated financial statements and the yearrelated endednotes Decemberthereto, 31,before 2025.investing Thesein our Ordinary Shares. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any suchof these risks materialize, our business, financial condition and results of operations could be materially harmedharmed. andIn that case, the trading price of our American DepositaryOrdinary Shares could decline. These risks are not exclusivedecline, and additionalyou risksmay andlose uncertainties that we are unaware of,some or thatall weyour currently believe are not material, also may become important factors that affect us. The following risk factor is provided to update the risk factors previously disclosed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. Except as presented below, there have been no material changes to the Risk Factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.investment.

In 2018, the State of California adopted the CCPA,California Consumer Privacy Act of 2018 ("CCPA"), which went into effect on January 1, 2020, and requires covered companies to, among other things, provide new disclosures to California consumers and afford such consumers new abilities to opt out of the sale of their personal information. The California Privacy Rights Act (the “CPRA”), which both amends and expands the scope of the CCPA and creates additional privacy rights and protections for California consumers with respect to their personal information and additional obligations on businesses became effective January 1, 2023. California’s privacy regulations continue to evolve with new rules on data broker registration, automated decision-making and cybersecurity audits, and enforcement activity is accelerating.

In September 2025, the California Privacy Protection Agency (the “CPPA”) approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California, including mandatory risk-assessments and annual cybersecurity audits for certain businesses; new rules governing the use of automated decision-making technology in connection with “significant decisions” about consumers; and enhanced disclosures, consent/opt-out mechanisms and documentation requirements in connection with consumer privacy rights. TheseRisk newassessment regulationscompliance began on January 1, 2026, with submission of attestations to the CPPA due by April 1, 2028. New requirements governing the use of automated decision-making technology in connection with "significant decisions" about consumers (such as decisions affecting financial services, employment, or healthcare) will begin to take effect on January 1, 2026,2027 withfor businesses already using such technology. Cybersecurity audit certifications are due to the CPPA on a phased complianceschedule deadlines.based on annual revenue. Because the ultimate reach and enforcement of these obligations arecontinue stillto evolving,evolve, the implementation ofimplementing these rules could require significant changes to our data-collection,data collection, processing, governance, auditaudit, and compliance frameworks. In addition, in December 2025, the CPPA issued Enforcement Advisory No. 2025-01 reminding data brokers of their mandatory annual registration and fee payment obligations under California's Delete Act, and of their obligation to fulfill consumer deletion requests submitted through California's Delete Request and Opt-Out Platform (DROP), which became operational on January 1, 2026. We registered as a data broker in California in January 2026 and are therefore subject to annual registration renewal, deletion-request fulfillment obligations, and any further regulatory guidance or enforcement action the CPPA may issue with respect to data broker obligations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q") and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC"), on February 26, 2026. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

For the three months ended MarchJune 31,30, 2026, revenue decreased by (611)% to $424.6$428.0 million, compared to the same period in the prior year, due to decreases in Performance Media reflecting soft performance in Commerce Growth, and Retail Media andreflecting Performancethe Media.headwind from previously communicated scope changes with two clients. At constant currency, revenue decreased by (911)%.

Gross profit for the three months ended MarchJune 31,30, 2026 decreased by (614)% to $222.7$222.2 million, compared to the same period in the prior year, primarily due to lower revenue in Retail Media and in Performance Media.

Contribution ex-TAC for the three months ended MarchJune 31,30, 2026 decreased by (513)% to $250.4$255.5 million, compared to the same period in the prior year, due to a decrease in Retail Media, slightly offset by an increasedecreases in Performance Media and Retail Media. At constant currency, Contribution ex-TAC decreased by (912)%.

Net income for the three months ended MarchJune 31,30, 2026 decreased by (7949)% to $8.6$11.8 million, primarily driven by higher operating expenses and lower gross profit.profit due to lower revenue, partially offset by lower operating expenses, mainly reflecting disciplined resource allocation, productivity gains and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments.

Adjusted EBITDA for the three months ended MarchJune 31,30, 2026 decreased by (3018)% to $64.9$73.3 million, compared to the same period in the prior year, primarily due to lower revenue and higherlower operatingContribution expenses.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.

Cash flows from operating activities was $48.2$20.3 million for the three months ended MarchJune 31,30, 2026, compared to $62.3$(1.4) million in the same period in the prior year. This decreaseincrease primarily reflects lower net income, partially offset by a lower use of net working capital compared to the same period in the prior year.year, partially offset by lower net income.

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I,II, Item 1A of our risk factor section of our Annual Report onthis Form 10-K for the fiscal year ended December 31, 2025.10-Q.

During 2026, geopolitical conditions and macroeconomic disruption have been increasingly volatile. In particular, we have experienced an impact on marketing budgets in the Middle East and in our Travel vertical. More broadly, macroeconomic uncertainty, including inflationary pressures and interest rate conditions across our markets, may negatively impact consumer spending behavior, advertising budgets, and our business performance. These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities.

Results of Operations for the Periods Ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025 (Unaudited)

Revenue for the three months ended MarchJune 31,30, 2026 decreased (611)%, or (911)% on a constant currency basis, to $409.5$430.0 million compared to the three months ended MarchJune 31,30, 2025, reflecting decreases in Performance Media and Retail Media.

In the three months ended MarchJune 31,30, 2026, 92% of revenue came from existing clients while 8% came from new client additions.

Retail Media revenue decreased (3121)%, or (3222)% on a constant currency basis, to $40.6$47.7 million for the three months ended MarchJune 31,30, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite.

Performance Media revenue decreased (210)%, or (69)% on a constant currency basis, to $368.9$382.3 million for the three months ended MarchJune 31,30, 2026, primarily due to mixedsoft performance acrossin Commerce Growth verticals,and our Supply Side Platform, partially mitigatedoffset by improving trends in AdTech services, and momentum in our Supply Side Platform.services.

Additionally, our $424.6$428.0 million of revenue for the three months ended MarchJune 31,30, 2026 was positivelynegatively impacted by $15.2$2.0 million of currency fluctuations, particularly as a result of the appreciationslight depreciation of the Euro,Japanese the Pound SterlingYen and the BrazilianKorean RealWon compared to the U.S. dollar.

Our revenue in the Americas region decreased (1812)%, or (1913)% on a constant currency basis, to $156.8$174.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail and Travel trends for Performance Media, in particular related to Fashion.Media.

Our revenue in the EMEA increasedregion 6%,decreased (8)%, or (39)% on a constant currency basis, to $160.1$169.7 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, reflecting softness in MarketplacesRetail and RetailMarketplaces for Performance Media, partially offset by growth in Travel for Performance Media and continued traction in Retail Media.

Our revenue in the Asia-Pacific region decreased (317)%, or (112)% on a constant currency basis, to $92.5$85.6 million for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Travel and Marketplaces trends in the region.

Total cost of revenue for the three months ended MarchJune 31,30, 2026 decreased $(12.618.3) million, or (68)%, compared to the three months ended MarchJune 31,30, 2025. This decrease was the result of a decrease of $(12.818.1) million, or (79)% (or (109)% on a constant currency basis) in traffic acquisition costs, and ana increasedecrease of $0.2$(0.3) million, or 1%(1)% in other cost of revenue.

Traffic acquisition costs decreased by (79)%, or (109)% at constant currency, compared to the three months ended MarchJune 31,30, 2025. This decrease was driven primarily by a 25%26% decline in the number of impressions we purchased in Performance Media, partially offset by a 24%23% increase (or 17%26% at constant currency) in the average CPM for inventory purchased.

Other cost of revenue increaseddecreased by $0.2$(0.3) million or, 1%(1)% for the three months ended MarchJune 31,30, 2026.

Contribution ex-TAC decreased $(14.036.6) million, or (513)% for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Performance Media primarily due to soft performance in Commerce Growth and a decrease in Retail Media,Media mainly reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite and an increase in Performance Media.clients.

Research and development expenses for the three months ended MarchJune 31,30, 2026, increaseddecreased $8.9$(7.7) million or 15%(10)% compared to the three months ended MarchJune 31,30, 2025. This increasedecrease was primarily driven by higherlower headcountamortization costsexpense, andas relateda impactresult of the appreciationprior-year ofperiod the euro compared to the U.S. dollar, higheraccelerated amortization expense related toof internally developed intangible assets related to third-party cookie deprecation, a company-wide event that occurred in the previous year, and higher third-partyresearch services.tax credits in France.

Sales and operations expenses for the three months ended MarchJune 31,30, 2026 increaseddecreased $8.6$(22.7) million or 10%(21)% compared to the three months ended MarchJune 31,30, 2025. This increasedecrease was driven by higher restructuring and otherlower headcount costscosts, andpartly relatedimpacted impactby ofa company-wide event that occurred in the appreciationprevious ofyear, the euro compared to the U.S. dollar, higherlower bad debt expense,expense partially offset byand lower share-based compensation.

General and administrative expenses for the three months ended MarchJune 31,30, 2026, increased $6.0$9.5 million or 15%,24%, compared to the three months ended MarchJune 31,30, 2025. This increase was mainly driven by anhigher accrualrestructuring for a litigation matter, higherand transformation costs, and higher headcount related costs.

Financial and Other Income (Expense)

Financial and other income (expense) for the three months ended MarchJune 31,30, 2026, decreasedincreased by $(0.4)$2.1 million or (19)%118% compared to the three months ended MarchJune 31,30, 2025. This decreaseincrease was due to higher interest income due to an increased average invested amount, partially offset by a lower positivenegative impact of foreign exchange, including end of year noncash changes in fair value of financial instruments and higher interest expense, partially offset by higher interest income.instruments.

Provision for income tax expense for the three months ended MarchJune 31,30, 2026, decreased $(6.82.2) million or (6538)% compared to the three months ended MarchJune 31,30, 2025. The decrease was driven by a decrease of profit before tax.

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.

Net income decreased $(31.411.2) million, or (7949)%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, and adjustedAdjusted EBITDA decreased $(27.216.1) million, or (3018)%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease in net income and adjustedAdjusted EBITDA was primarily due to higher operating expenses and lower gross profit.profit, partially offset by lower operating expenses.

Our cash and cash equivalents, and restricted cash at MarchJune 31,30, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $320.3$252.3 million as of MarchJune 31,30, 2026. The $(22.190.0) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, primarily resulted from a decrease of $(31.362.0) million in cash used for financing activities, a decrease of $(37.995.7) million in cash used for investing activities, partially offset by an increase of $48.2$68.5 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($468.0$463.7 million) of liquidity. The RCF, combined with $320.0$252.2 million of cash and cash equivalents,equivalents $51.3and $50.8 million of marketable securities, and $49.4 million of treasury shares available for M&A,securities provides total financial liquidity of $888.7$766.8 million as of MarchJune 31,30, 2026. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.

For the threesix months ended MarchJune 31,30, 2026, we have repurchased $31.0$61.3 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase.

For the threesix months ended MarchJune 31,30, 2026 and 2025, our net capital expenditures were $(32.290.0) million and $(17.152.0) million, respectively, primarily related to the acquisition of servers and other data center equipment, and capitalized software development costs. We expect our capital expenditures to be atapproximately mid-teens$190 percentmillion of Contribution ex-TAC forin 2026, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence Platform.

The following table sets forth our cash flows for the threesix months ended MarchJune 31,30, 2026 and MarchJune 31,30, 2025:

For the threesix months ended MarchJune 31,30, 2026, net cash provided by operating activities was $48.2$68.5 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $28.6$52.0 million, and share based compensation expense of $13.3$29.7 million, partially offset by $(0.618.0) million of changes in working capital.capital and $(21.6) million of changes in income taxes. The decreaseincrease in cash flows from operating activities during the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, was primarily due to lowerimproved networking income,capital partially offset by improvedlower workingnet capital.income.

For the threesix months ended MarchJune 31,30, 2026, net cash used for investing activities was $37.9$95.7 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment and changes in investment securities. Cash used for investing activities increased during the six months ended June 30, 2026, compared to the same period in 2025, due to higher purchases of servers and other data center equipment.