CRITEO REPORTS SECOND QUARTER 2026 RESULTS

CRITEO REPORTS SECOND QUARTER 2026 RESULTS

PR Newswire

NEW YORK, Aug. 5, 2026

Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026Q2 2026 Media Spend of $1.1 BillionDeployed $30 Million to Repurchase Shares in Q2 2026NEW YORK, Aug. 5, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights:The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2026:Three Months EndedSix Months EndedJune 30,June 30,20262025YoY Change20262025YoY Change(in millions, except EPS data)GAAP ResultsRevenue$428$483(11) %$853$934(9) %Gross Profit$222$259(14) %$445$495(10) %Net Income$12$23(49) %$20$63(68) %Gross Profit margin52 %54 %(2)ppt52 %53 %(1) pptDiluted EPS$0.22$0.39(44) %$0.37$1.05(65) %Cash from operating activities$20$(1)NM$69$6112 %Cash and cash equivalents$252$20623 %$252$20623 %Non-GAAP Results1Contribution ex-TAC$255$292(13) %$506$556(9) %Adjusted EBITDA$73$89(18) %$138$182(24) %Adjusted diluted EPS$0.80$0.92(13) %$1.53$2.02(24) %Free Cash Flow (FCF)$(38)$(36)(3) %$(22)$9(340) %FCF / Adjusted EBITDA(51) %(41) %(10)ppt(16) %5 %(21) ppt"While our second quarter top line performance was disappointing, our long-term strategy remains unchanged," said Michael Komasinski, Chief Executive Officer of Criteo. "We remain confident in our Commerce Intelligence strategy and are strengthening execution, diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce."Operating HighlightsCriteo appointed Connor McGogney as Chief Financial Officer, effective August 10, 2026. He succeeds Sarah Glickman, who has served as Chief Financial Officer for the past six years and will remain as an advisor through the end of September to support a seamless transition.Criteo's media spend2 was $4.5 billion in the last 12 months and $1.1 billion in Q2 2026, up 9% year-over-year at constant currency3.Criteo became OpenAI's first advertising technology partner in March 2026 and now has over 2,000 brands advertising on ChatGPT across seven countries, with additional country launches planned, including Mexico and Brazil. ChatGPT Ads inventory is now available through Criteo's self-service, cross-channel performance platform Criteo GO.The Company further strengthened its Retail Media footprint with the addition of Loblaw Advance in Canada, Monoprix and Druni in EMEA, and Olive Young and Golf Digest Online in APAC.Criteo launched sponsored products into AI-powered conversational search with Albertsons, creating new discovery and monetization opportunities.Criteo was named a Leader in the QKS Group SPARK Matrix™ for Retail Media Network and Monetization Platform, Q2 2026.The Company deployed $61 million of capital for share repurchases in the first six months of 2026, including $30 million in the second quarter.Criteo completed its redomiciliation from France to Luxembourg, and its Board of Directors approved the subsequent transfer of legal domicile from Luxembourg to the United States, which is expected to be completed in January 2027, subject to shareholder approval and other customary conditions.___________________________________________________1 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.Financial SummaryRevenue for Q2 2026 was $428 million, gross profit was $222 million and Contribution ex-TAC was $255 million. Net income for Q2 2026 was $12 million, representing $0.22 per share on a diluted basis. Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q2 decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)%. At constant currency, revenue for Q2 2026 decreased (11)% and Contribution ex-TAC decreased (12)%. Cash flow from operating activities was $20 million in Q2 2026 and Free Cash Flow was $(38) million in Q2 2026. As of June 30, 2026, we had $303 million in cash and marketable securities on our balance sheet.Sarah Glickman, Chief Financial Officer, said, "Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value."Second Quarter 2026 ResultsRevenue, Gross Profit and Contribution ex-TACRevenue decreased (11)% year-over-year in Q2 2026, or decreased (11)% at constant currency, to $428 million (Q2 2025: $483 million). Gross profit decreased (14)% year-over-year in Q2 2026 to $222 million (Q2 2025: $259 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q2 2025: 54%). Contribution ex-TAC in the second quarter decreased (13)% year-over-year, or decreased (12)% at constant currency, to $255 million (Q2 2025: $292 million).Retail Media revenue decreased (21)%, or (22)% at constant currency, and Retail Media Contribution ex-TAC decreased (21)%, or (22)% at constant currency, reflecting a $21 million headwind from previously communicated scope changes with two specific Retail Media clients, partially offset by strong growth across the broader retail partner base. Excluding this impact, Contribution ex-TAC grew 20% in Q2 across the underlying client base.Performance Media revenue decreased (10)%, or decreased (9)% at constant currency, and Performance Media Contribution ex-TAC decreased (10)%, or decreased (10)% at constant currency, reflecting soft performance in Commerce Growth, partially offset by improved year-over-year trends in AdTech Services.Net Income and Adjusted Net IncomeNet income was $12 million in Q2 2026 (Q2 2025: net income: $23 million). Net income allocated to shareholders of Criteo was $11 million, or $0.22 per share on a diluted basis (Q2 2025: net income allocated to shareholders of $21 million, or $0.39 per share on a diluted basis).Adjusted net income, a non-GAAP financial measure, was $41 million, or $0.80 per share on a diluted basis (Q2 2025: $51 million, or $0.92 per share on a diluted basis).Adjusted EBITDA and Operating ExpensesAdjusted EBITDA was $73 million (Q2 2025: $89 million), reflecting lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 29% (Q2 2025: 31%).Operating expenses decreased (9)% year-over-year to $207 million (Q2 2025: $228 million), mostly due to rigor on resource allocation, productivity gains, and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Non-GAAP operating expenses decreased (10)% year-over-year to $158 million (Q2 2025: $175 million).Cash Flow, Cash and Financial Liquidity PositionCash flow from operating activities was $20 million in Q2 2026 (Q2 2025: $(1) million).Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million). On a trailing 12-month basis, Free Cash Flow was $180 million.Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025, after spending $61 million on share repurchases in the six months ended June 30, 2026.As of June 30, 2026, the Company had total financial liquidity of approximately $767 million, including $252 million of cash and cash equivalents, $51 million of marketable securities and $464 million available through its revolving credit facility.2026 Business OutlookThe following forward-looking statements reflect Criteo's expectations as of August 5, 2026. The Company's outlook is based on year-to-date performance and current business trends.Fiscal year 2026 guidance:We now expect Contribution ex-TAC to decrease -12% to -10% at constant currency.We now expect an Adjusted EBITDA margin of approximately 30% of Contribution ex-TAC.Third quarter 2026 guidance:We expect Contribution ex-TAC between $237 million and $241 million, or -15% to -14% year-over-year at constant-currency.We expect Adjusted EBITDA between $54 million and $58 million.The Company's third quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients.The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.86, a U.S. dollar-Japanese Yen rate of 159, a U.S. dollar-British Pound rate of 0.75, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.16.The above guidance assumes that no acquisitions and dispositions are completed during the third quarter of 2026 or the fiscal year ended December 31, 2026.Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.Non-GAAP Financial MeasuresThis press release and its attachments include the following financial measures defined as non-GAAP financial measures by the U.S. Securities and Exchange Commission ("SEC"): Contribution ex-TAC, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted Net Income, Adjusted diluted EPS, Free Cash Flow and Non-GAAP Operating Expenses. These measures are not calculated in accordance with U.S. GAAP.Contribution ex-TAC is a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors.Adjusted EBITDA is our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.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 DisclosureThis press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the completed redomiciliation from France to Luxembourg (the "Conversion") and the proposed transfer of our legal domicile from Luxembourg to the United States via the merger of the Company into a newly incorporated and wholly-owned U.S. subsidiary (the "U.S. Merger"), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the U.S. Merger; failure to satisfy any of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion or the U.S. Merger; failure to maintain the listing of our shares on Nasdaq or failure to list our stock on the New York Stock Exchange following the U.S. Merger or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; the disruption of current plans and operations by the Conversion or the U.S. Merger; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo, including our anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws of Luxembourg or the United States; the delay or abandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended, and in subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed by a subsidiary of the Company in connection with the U.S. Merger, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.Conference Call InformationCriteo's senior management team will discuss the Company's earnings on a call that will take place today, August 5, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.United States: +1 800 836 8184International: +1 646 357 8785France 080-094-5120Please ask to be joined into the "Criteo" call.About CriteoCriteo (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 $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, please visit www.criteo.com.ContactsInvestor Relations & Corporate CommunicationsMelanie Dambre, m.dambre@criteo.com Public RelationsAmanda Echavarri, a.echavarri@criteo.com Financial information to followCRITEO S.A.Consolidated Statement of Financial Position(U.S. dollars in thousands, unaudited)June 30, 2026December 31, 2025AssetsCurrent assets:Cash and cash equivalents$ 252,236$ 342,038Trade receivables, net of allowances of $ 15.1 million and $ 25.9 million at June 30, 2026 and December 31, 2025, respectively455,966582,102Income taxes16,87114,233Other taxes56,76757,050Marketable securities - current portion28,05223,242Prepaid expenses and other current assets63,18053,210Total current assets873,0721,071,875Property and equipment, net168,378139,330Intangible assets, net141,357151,853Goodwill531,794535,761Right of use assets - operating leases134,390134,205Marketable securities - noncurrent portion22,78823,500Noncurrent financial assets8,0738,314Deferred tax assets84,94590,689Other noncurrent assets45,98745,680 Total noncurrent assets1,137,7121,129,332Total assets$ 2,010,784$ 2,201,207Liabilities and shareholders' equityCurrent liabilities:Trade payables$ 457,107$ 566,046Contingencies - current portion11,5059,229Income taxes8,32127,528Financial liabilities - current portion9,64511,360Lease liability - operating - current portion36,41433,085Other taxes12,33814,713Employee - related payables87,998114,416Other current liabilities54,38768,277Total current liabilities677,715844,654Deferred tax liabilities5,1315,285Defined benefit plans6,0435,707Lease liability - operating - noncurrent portion102,128105,277Contingencies - noncurrent portion23,30422,729Other noncurrent liabilities32,33231,826 Total noncurrent liabilities168,938170,824Total liabilities846,6531,015,478Shareholders' equity:Common shares, €0.025 par value, 53,728,895 and 55,659,895 shares authorized and issued, and 48,550,453 and 51,151,866 outstanding at June 30, 2026 and December 31, 2025, respectively.1,8151,871Treasury stock, 5,178,442 and 4,508,029 shares at cost as of June 30, 2026 and December 31, 2025, respectively.(108,990)(120,853)Additional paid-in capital706,534706,321Accumulated other comprehensive loss(80,120)(68,879)Retained earnings608,276630,750Equity attributable to the shareholders of Criteo S.A.1,127,5151,149,210Noncontrolling interests36,61636,519Total equity1,164,1311,185,729Total equity and liabilities$ 2,010,784$ 2,201,207CRITEO S.A.Consolidated Statement of Operations(U.S. dollars in thousands, except share and per share data, unaudited)Three Months EndedSix Months EndedJune 30,June 30,2026202520262025Revenue$ 428,018$ 482,671$ 852,657$ 934,105Cost of revenueTraffic acquisition cost172,545190,602346,816377,664Other cost of revenue33,25933,55160,88560,947Gross profit222,214258,518444,956495,494Operating expenses:Research and development expenses71,94579,610141,628140,359Sales and operations expenses85,539108,215183,040197,104General and administrative expenses49,72240,23894,88079,409Total operating expenses207,206228,063419,548416,872Income from operations15,00830,45525,40878,622Financial and other income (expense)319(1,801)2,192501Income before taxes15,32728,65427,60079,123Provision for income taxes3,5765,7347,26916,192Net income$ 11,751$ 22,920$ 20,331$ 62,931Net income available to shareholders of Criteo S.A.$ 11,190$ 21,250$ 19,007$ 59,178Net income available to noncontrolling interests$ 561$ 1,670$ 1,324$ 3,753Weighted average shares outstanding used in computing per share amounts:Basic49,664,39252,986,06850,007,07853,480,338Diluted50,545,91555,133,56950,754,57456,162,459Net income allocated to shareholders per share:Basic$ 0.23$ 0.40$ 0.38$ 1.11Diluted$ 0.22$ 0.39$ 0.37$ 1.05CRITEO S.A.Consolidated Statement of Cash Flows(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,2026202520262025Cash flows from operating activitiesNet income$ 11,751$ 22,920$ 20,331$ 62,931Noncash and nonoperating items25,87028,23866,13670,868 - Amortization and provisions23,47136,90252,04060,485 - Equity awards compensation expense16,38121,12829,72836,537 - Loss (gain) on disposal of and impairment of long-lived assets48845(701)1,392 - Change in uncertain tax positions95(289)522(289) - Change in deferred taxes3,2935,5475,30012,435 - Change in income taxes(17,915)(39,907)(21,607)(44,195) - Other4974,0128544,503Changes in assets and liabilities:(17,322)(52,555)(17,961)(72,855) - Trade receivables(1,705)(2,564)130,281161,379 - Trade payables11,890(28,910)(100,951)(203,241) - Other assets9,18620,908(15,329)12,448 - Other liabilities(36,229)(42,783)(32,401)(42,928) - Operating lease liabilities and right of use assets(464)794439(513)Net cash provided by (used in) operating activities20,299(1,397)68,50660,944Cash flows from investing activitiesAcquisition of intangible assets, property and equipment(58,240)(35,292)(91,088)(52,342)Disposal of intangibles assets, property and equipment4224101,063369Purchases of investment securities—(5,949)(17,319)(17,398)Maturities and sales of investment securities6016,64411,67327,646Net cash used in investing activities(57,758)(24,187)(95,671)(41,725)Cash flows from financing activitiesProceeds from exercise of stock options—52—1,897Repurchase of treasury stocks(30,353)(48,328)(61,322)(104,496)Change in other financing activities(324)(73)(640)(544)Net cash used in financing activities(30,677)(48,349)(61,962)(103,143)Effect of exchange rates changes on cash and cash equivalents175(6,214)(891)(995)Net decrease in cash and cash equivalents and restricted cash(67,961)(80,147)(90,018)(84,919)Net cash and cash equivalents and restricted cash at the beginning of the period320,302286,171342,359290,943Net cash and cash equivalents and restricted cash at the end of the period$ 252,341$ 206,024$ 252,341$ 206,024Reconciliation of cash, cash equivalents, and restricted cash to the consolidated statement of financial positionCash and cash equivalents$ 252,236$ 205,703$ 252,236$ 205,703Restricted cash, included in other current assets$ 105$ 321$ 105$ 321Total cash, cash equivalents, and restricted cash$ 252,341$ 206,024$ 252,341$ 206,024SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATIONCash paid for taxes, net of refunds$ (13,868)$ (40,383)$ (18,819)$ (48,241)Cash paid for interest$ (467)$ (344)$ (994)$ (588)Noncash investing and financing activitiesIntangible assets, property and equipment acquired through payables$ 10,729$ 4,633$ 10,729$ 4,633CRITEO S.A.Reconciliation of Cash from Operating Activities to Free Cash Flow(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,2026202520262025CASH FROM (USED IN) OPERATING ACTIVITIES$ 20,299$ (1,397)$ 68,506$ 60,944Acquisition of intangible assets, property and equipment(58,240)(35,292)(91,088)(52,342)Disposal of intangible assets, property and equipment4224101,063369FREE CASH FLOW (1)$ (37,519)$ (36,279)$ (21,519)$ 8,971(1) Free Cash Flow is defined as cash flow from operating activities less acquisition and disposition of intangible assets, property and equipment.CRITEO S.A.Reconciliation of Contribution ex-TAC to Gross Profit (U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,2026202520262025Gross Profit222,214258,518444,956495,494Other Cost of Revenue33,25933,55160,88560,947Contribution ex-TAC (1)$ 255,473$ 292,069$ 505,841$ 556,441(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.CRITEO S.A.Segment Information(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,Segment2025YoY ChangeYoY Change at Constant Currency (2)20262025YoY ChangeYoY Change at Constant Currency (2)RevenueRetail Media$ 60,913(21) %(22) %$ 89,178$ 120,411(26) %(27) %Performance Media421,758(10) %(9) %763,479813,694(6) %(8) %Total482,671(11) %(11) %852,657934,105(9) %(10) %Contribution ex-TAC Retail Media60,009(21) %(22) %87,757118,799(26) %(27) %Performance Media232,060(10) %(10) %418,084437,642(4) %(6) %Total (1)$ 292,069(13) %(12) %$ 505,841$ 556,441(9) %(11) %(1) Refer to the Non-GAAP Financial Measures section of this filing for the definition of the Non-GAAP metric.(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.CRITEO S.A.Reconciliation of Adjusted EBITDA to Net Income(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,20262025YoYChange20262025YoYChangeNet income$ 11,751$ 22,920(49) %$ 20,331$ 62,931(68) %Adjustments:Financial expense (income)(319)1,796(118) %(2,192)(152)NMProvision for income taxes3,5765,734(38) %7,26916,192(55) %Equity related compensation, and related social contribution expenses (1)16,62621,543(23) %30,44837,423(19) %Pension service costs1961951 %3943784 %Depreciation and amortization expense31,58135,764(12) %59,94861,457(2) %Restructuring, integration and transformation costs 9,888556NM20,0502,427726 %Other noncash or nonrecurring events (2)—872(100) %1,950872124 %Total net adjustments61,54866,460(7) %117,867118,597(1) %Adjusted EBITDA (3)$ 73,299$ 89,380(18) %$ 138,198$ 181,528(24) %(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.CRITEO S.A.Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,20262025YoY Change20262025YoY ChangeResearch and Development expenses$ 71,945$ 79,610(10) %$ 141,628$ 140,3591 %Equity related compensation, and related social contribution expenses (1)6,0035,39811 %10,8929,73212 %Depreciation and Amortization expense21,46325,739(17) %40,60242,412(4) %Pension service costs1161096 %23221010 %Restructuring, integration and transformation costs38016NM69589681 %Other noncash or nonrecurring events—872(100) %—872(100) %Non-GAAP - Research and Development expenses43,98347,476(7) %89,20787,0442 %Sales and Operations expenses85,539108,215(21) %183,040197,104(7) %Equity related compensation, and related social contribution expenses (1)2,7277,354(63) %5,67912,775(56) %Depreciation and Amortization expense6233,574(83) %2,0406,913(70) %Pension service costs2024(17) %4148(15) %Restructuring, integration and transformation costs663(12)NM5,20254NMNon-GAAP - Sales and Operations expenses81,50697,275(16) %170,078177,314(4) %General and Administrative expenses49,72240,23824 %94,88079,40919 %Equity related compensation, and related social contribution expenses (1)7,8968,791(10) %13,87714,916(7) %Depreciation and Amortization expense329350(6) %7096834 %Pension service costs6062(3) %1211201 %Restructuring, integration and transformation costs8,845552NM14,1532,284520 %Other noncash or nonrecurring events (2)——NM1,950—NMNon-GAAP - General and Administrative expenses32,59230,4837 %64,07061,4064 %Total Operating expenses207,206228,063(9) %419,548416,8721 %Equity related compensation, and related social contribution expenses (1)16,62621,543(23) %30,44837,423(19) %Depreciation and Amortization expense 22,41529,663(24) %43,35150,008(13) %Pension service costs1961951 %3943784 %Restructuring, integration and transformation costs9,888556NM20,0502,427726 %Other noncash or nonrecurring events (2)—872(100) %1,950872124 %Total Non-GAAP Operating expenses (3)158,081$ 175,234(10) %$ 323,355$ 325,764(1) %(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.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 EndedSix Months EndedJune 30,June 30,20262025YoY Change20262025YoYChangeNet income$ 11,751$ 22,920(49) %$ 20,331$ 62,931(68) %Adjustments:Equity related compensation, and related social contribution expenses (1)16,62621,543(23) %30,44837,423(19) %Amortization of acquisition-related intangible assets6,6619,637(31) %13,29618,635(29) %Restructuring, integration and transformation costs9,888556NM20,0502,427726 %Other noncash or nonrecurring events (2)—872(100) %1,950872124 %Tax impact of the above adjustments (3)(4,409)(4,739)7 %(8,430)(8,669)3 %Total net adjustments28,76627,8693 %57,31450,68813 %Adjusted net income (4)$ 40,517$ 50,789(20) %$ 77,645$ 113,619(32) %Weighted average shares outstanding - Basic49,664,39252,986,06850,007,07853,480,338 - Diluted50,545,91555,133,56950,754,57456,162,459Adjusted net income per share - Basic$ 0.82$ 0.96(15) %$ 1.55$ 2.12(27) % - Diluted$ 0.80$ 0.92(13) %$ 1.53$ 2.02(24) %(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.(2) Includes costs related to nonrecurring litigation matters.(3) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.(4) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.CRITEO S.A.Constant Currency Reconciliation(1)(U.S. dollars in thousands, unaudited)Three Months EndedSix Months EndedJune 30,June 30,20262025YoYChange20262025YoYChangeGross Profit as reported$ 222,214$ 258,518(14) %$ 444,956$ 495,494(10) %Other cost of revenue as reported33,25933,551(1) %60,88560,947— %Contribution ex-TAC as reported(2)255,473292,069(13) %505,841556,441(9) %Conversion impact U.S. dollar/other currencies1,241—(8,233)—Contribution ex-TAC at constant currency256,714292,069(12) %497,608556,441(11) %Traffic acquisition costs as reported172,545190,602(9) %346,816377,664(8) %Conversion impact U.S. dollar/other currencies744—(4,948)—Traffic acquisition costs at constant currency173,289190,602(9) %341,868377,664(9) %Revenue as reported428,018482,671(11) %852,657934,105(9) %Conversion impact U.S. dollar/other currencies1,985—(13,182)—Revenue at constant currency$ 430,003$ 482,671(11) %$ 839,475$ 934,105(10) %(1) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.(2) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.CRITEO S.A.Information on Share Count(unaudited)Six Months Ended20262025Shares outstanding as at January 1,51,151,86654,277,422Weighted-average effect of changes in shares outstanding during the period(1,144,788)(797,084)Basic number of shares - Basic EPS basis50,007,07853,480,338Dilutive effect of share-based awards - Treasury method747,4962,682,121Diluted number of shares - Diluted EPS basis50,754,57456,162,459Shares issued as at June 30, before Treasury stocks53,728,89557,854,895Treasury stocks as of June 30,(5,178,442)(5,527,535)Shares outstanding as of June 30, after Treasury stocks48,550,45352,327,360CRITEO S.A.Supplemental Financial Information and Operating Metrics(U.S. dollars in thousands except where stated, unaudited)YoYChangeQoQ ChangeQ22026Q12026Q42025Q32025Q22025Q12025Q42024Q32024Q22024Clients(2) %1 %16,75216,52816,78616,97717,14217,08417,26917,16217,744Revenue (11) %1 %428,018424,639541,136469,660482,671451,434553,035458,892471,307Americas(12) %11 %175,983158,629241,987201,978199,797192,908274,620206,816212,374EMEA(8) %(2) %171,349175,330202,901174,335185,955164,861183,372161,745168,496APAC(17) %(11) %80,68690,68096,24893,34796,91993,66595,04390,33190,437Revenue(11) %1 %428,018424,639541,136469,660482,671451,434553,035458,892471,307Retail Media(21) %16 %47,90741,27176,34767,11460,91359,49891,88960,76554,777Performance Media(10) %(1) %380,111383,368464,789402,546421,758391,936461,146398,127416,530TAC(9) %(1) %172,545174,271211,094181,526190,602187,062218,636192,789204,214Retail Media (18) %8 %7396821,7278499047081,6611,182911Performance Media(9) %(1) %171,806173,589209,367180,677189,698186,354216,975191,607203,303Contribution ex-TAC (1)(13) %2 %255,473250,368330,042288,134292,069264,372334,399266,103267,093Retail Media (21) %16 %47,16840,58974,62066,26560,00958,79090,22859,58353,866Performance Media(10) %(1) %208,305209,779255,422221,869232,060205,582244,171206,520213,227Cash flow from (used for) operating activities NM(58) %20,29948,207160,68889,600(1,397)62,341169,45457,50317,187Capital expenditures66 %80 %57,81832,20726,49522,25834,88217,09123,39418,89921,119Net cash position 22 %(21) %252,341320,302342,359255,335206,024286,171290,943283,990291,698Headcount(2) %— %3,5433,5533,6493,6503,6213,5333,5073,5043,498Days Sales Outstanding (days - end of month)(7) days(2) days586057646568626564(1) Refer to the "Non-GAAP Financial Measures" section for the definition of this Non-GAAP metric.