Criteo Corp: Criteo Reports Strong Third Quarter 2025 Results

Raises Full Year 2025 Margin Outlook

Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq

Names Amazon Veteran Edouard Dinichert as Chief Customer Officer

NEW YORK, Oct. 29, 2025 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global platform connecting the commerce ecosystem, today announced financial results for the third quarter ended September 30, 2025.

Third Quarter 2025 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and nine months ended September 30, 2025:

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025		2024		YoY Change	2025		2024		YoY Change
	(in millions, except EPS data)
GAAP Results
Revenue	$470		$459		2 %	$1,404		$1,380		2 %
Gross Profit	$256		$232		11 %	$752		$682		10 %
Net Income	$40		$6		552 %	$103		$43		141 %
Gross Profit margin	55 %		51 %		4ppt	54 %		49 %		5 ppt
Diluted EPS	$0.70		$0.11		536 %	$1.75		$0.69		154 %
Cash from operating activities	$90		$58		56 %	$151		$89		70 %
Cash and cash equivalents	$255		$209		22 %	$255		$209		22 %
Non-GAAP Results 1
Contribution ex-TAC	$288		$266		8 %	$845		$787		7 %
Adjusted EBITDA	$105		$82		28 %	$287		$246		16 %
Adjusted diluted EPS	$1.31		$0.96		36 %	$3.32		$2.84		17 %
Free Cash Flow (FCF)	$67		$39		74 %	$76		$35		115 %
FCF / Adjusted EBITDA	64 %		47 %		17ppt	27 %		14 %		13 ppt

"Our growth in media spend this quarter reflects steady progress on our strategy with strong execution. Our ability to deliver measurable outcomes across channels continues to differentiate Criteo and build momentum," said Michael Komasinski, Chief Executive Officer of Criteo. "We are advancing rapidly in innovation, leveraging our deep commerce data and AI to position Criteo at the forefront of agentic AI and deliver sustainable shareholder value."

Operating Highlights

• Criteo's media spend² was $4.3 billion in the last 12 months and $1.0 billion in Q3 2025, up 4% year-over-year at constant currency³.
• Retail Media Contribution ex-TAC grew 11% year-over-year at constant currency³.
• We expanded adoption across more than 4,100 brands and grew our retail network with new partners, including DoorDash, Sephora, The Fragrance Shop, Zepto, Migros, Interdiscount, and Massmart.
• Criteo was named Google's first onsite Retail Media partner, enabling advertisers to scale campaigns across Criteo's network of retailers directly via Google Search Ads 360.
• Performance Media Contribution ex-TAC was up 5% year-over-year at constant currency³.
• We deployed $115 million of capital for share repurchases in the first nine months of 2025.
• We appointed Amazon veteran Edouard Dinichert as Chief Customer Officer.

^{___________________________________________________}

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 the media spend activated on behalf of our Retail Media clients and our 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 Summary

Revenue for Q3 2025 was $470 million, gross profit was $256 million and Contribution ex-TAC was $288 million. Net income for Q3 2025 was $40 million, representing $0.70 per share on a diluted basis. Adjusted EBITDA for Q3 2025 was $105 million, resulting in an adjusted diluted EPS of $1.31. As reported, revenue for Q3 increased 2%, gross profit increased 11% and Contribution ex-TAC increased 8%. At constant currency, revenue for Q3 2025 was flat and Contribution ex-TAC increased 6%. Cash flow from operating activities was $90 million in Q3 2025 and Free Cash Flow was $67 million in Q3 2025. As of September 30, 2025, we had $296 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "We delivered strong top-line growth and Adjusted EBITDA margin, with robust Free Cash Flow, demonstrating the power of our operating model. We are balancing disciplined operational execution with smart investments in AI innovation to drive shareholder value."

Third Quarter 2025 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue increased 2% year-over-year in Q3 2025, or was flat at constant currency, to $470 million (Q3 2024: $459 million). Gross profit increased 11% year-over-year in Q3 2025 to $256 million (Q3 2024: $232 million). Gross profit as a percentage of revenue, or gross profit margin, was 55% (Q3 2024: 51%). Contribution ex-TAC in the third quarter increased 8% year-over-year, or increased 6% at constant currency, to $288 million (Q3 2024: $266 million).

• Retail Media revenue increased 10%, or 10% at constant currency, and Retail Media Contribution ex-TAC increased 11%, or 11% at constant currency, driven by continued strength in Retail Media onsite, new client integrations and growing network effects of the platform.
• Performance Media revenue increased 1%, or decreased (1)% at constant currency, and Performance Media Contribution ex-TAC increased 7%, or 5% at constant currency, driven by the traction of our suite of commerce solutions helping advertisers drive measurable performance across the entire buyer journey, partially offset by lower AdTech services.

Net Income and Adjusted Net Income

Net income increased to $40 million in Q3 2025 (Q3 2024: net income: $6 million). Net income allocated to shareholders of Criteo was $38 million, or $0.70 per share on a diluted basis (Q3 2024: net income allocated to shareholders of $6 million, or $0.11 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, increased to $70 million, or $1.31 per share on a diluted basis (Q3 2024: $56 million, or $0.96 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $105 million, representing an increase of 28% year-over-year (Q3 2024: $82 million), driven by higher Contribution ex-TAC over the period and effective cost management. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 36% (Q3 2024: 31%).

Operating expenses decreased (8)% year-over-year to $205 million (Q3 2024: $222 million), with rigor on resource allocation and lower equity award compensation expense partially offset by planned growth investments. Non-GAAP operating expenses were flat year-over-year to $158 million (Q3 2024: $158 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $90 million in Q3 2025 (Q3 2024: $58 million).

Free Cash Flow increased to $67 million in Q3 2025: (Q3 2024: $39 million). On a trailing 12-month basis, Free Cash Flow was $222 million.

Cash and cash equivalents, and marketable securities, were $296 million, a $(36) million decrease compared to December 31, 2024, after spending $115 million on share repurchases in the nine months ended September 30, 2025.

As of September 30, 2025, the Company had total financial liquidity of approximately $811 million, including its cash position, marketable securities, revolving credit facility and treasury shares reserved for M&A.

Redomiciliation to Luxemburg and Direct Listing

The Company also announced its intention to pursue a transfer of its legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADS") structure with ordinary shares to be directly listed on Nasdaq. The redomiciliation to Luxembourg and the direct listing of Criteo's ordinary shares on Nasdaq offer significant benefits, including eliminating most of the legal complexities currently applicable to Criteo, enhancing flexibility in capital allocation, and broadening the shareholder base.

The Conversion is expected to be completed in the third quarter of 2026, subject to the prior consultation with Criteo's works council and certain closing conditions, including shareholder approval. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States which would enable broader eligibility for major United States stock indices, if the Board determines such action is in the best interests of Criteo and its shareholders.

2025 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of October 29, 2025.

Fiscal year 2025 guidance:

• We continue to expect Contribution ex-TAC to grow +3% to +4% at constant currency.
• We now expect an Adjusted EBITDA margin of approximately 34% of Contribution ex-TAC, compared to our previous guidance of 33% to 34%.

Fourth quarter 2025 guidance:

• Contribution ex-TAC between $325 million and $331 million, or -5% to -3% year-over-year at constant-currency.
• Adjusted EBITDA between $113 million and $119 million.

The Company's fourth quarter 2025 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients and should not be viewed as a run-rate for 2026.

The above guidance for the fiscal year ending December 31, 2025 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.886, a U.S. dollar-Japanese Yen rate of 149, a U.S. dollar-British Pound rate of 0.756, a U.S. dollar-Korean Won rate of 1,409 and a U.S. dollar-Brazilian Real rate of 5.81.

The above guidance assumes that no additional acquisitions are completed during the last quarter of 2025.

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 Measures

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

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

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

Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, amortization of acquisition-related assets, certain restructuring, 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 acquisition of intangible assets, property, plant and equipment and change in accounts payable related to intangible assets, property and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain restructuring, 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, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending December 31, 2025 and the year ending December 31, 2025, 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; 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 Conversion, materialize as expected; uncertainty regarding international operations and expansion, including related to changes in a specific country's or region's political or economic conditions (such as changes in or new 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 marketing industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the Conversion; failure to satisfy any of the other conditions to the Conversion, including the condition that the option to withdraw shares for cash in connection with the Conversion is not exercised above a certain threshold; the Conversion not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion; failure to list our shares on Nasdaq following the Conversion or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion; the disruption of current plans and operations by the Conversion; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the Conversion, including our anticipated growth rate and market opportunity; changes in shareholders' rights as a result of the Conversion; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program in connection with the Conversion; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the Conversion by our board of directors up to three days prior to the general shareholders' meeting to vote thereon; following the completion of the Conversion, a delay or failure in our ability to redomicile to the United States via the merger into a newly incorporated and wholly-owned U.S. subsidiary for any reason; costs or taxes related to the Conversion; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2025, and in subsequent Quarterly Reports on Form 10-Q, the Registration Statement on Form S-4 expected to be filed in connection with the Conversion, 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.

Additional Information and Where to Find It

In connection with the Conversion, Criteo intends to file a Registration Statement on Form S-4 with the SEC that will include a preliminary proxy statement for a special meeting of Criteo's shareholders to approve the Conversion and will also constitute a preliminary prospectus. After the Registration Statement on Form S-4 is declared effective, the definitive proxy statement / prospectus and other relevant documents will be made available to Criteo's shareholders as of the record date established for voting on the Conversion and the other proposals relating to the Conversion set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the Conversion. This release is not a substitute for the registration statements, the proxy statement / prospectus (if and when available) or any other document that Criteo may file with the SEC with respect to the Conversion. The definitive proxy statement / prospectus will be mailed to Criteo's shareholders. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT / PROSPECTUS, ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CRITEO AND THE CONVERSION.

Shareholders will be able to obtain copies of these materials (if and when they are available) and other documents containing important information about Criteo and the Conversion, once such documents are filed with the SEC, free of charge through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Criteo are made available free of charge on Criteo's investor relations website at https://criteo.investorroom.com.

No Offer or Solicitation

This release is for informational purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Conversion or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Participants in the Solicitation

Criteo and its directors and certain of its executive officers and other employees may be deemed to be participants in the solicitation of proxies from Criteo's shareholders in connection with the Conversion. Information about Criteo's directors and executive officers is set forth in the proxy statement for Criteo's 2025 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2025. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement / prospectus and other relevant materials regarding the Conversion to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above in "Additional Information and Where to Find It."

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, October 29, 2025, at 8:00 AM ET, 1:00 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: [phone]
• International: [phone]
• France 080-094-5120

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

About Criteo

Criteo (NASDAQ: CRTO) is the global platform connecting the commerce ecosystem for brands, agencies, retailers, and media owners. Its AI-powered advertising platform has unique access to more than $1 trillion in annual commerce sales-powering connections with shoppers, inspiring discovery, and enabling highly personalized experiences. With thousands of clients and partnerships spanning global retail to digital commerce, Criteo delivers the technology, tools, and insights businesses need to drive performance and growth. For more information, please visit www.criteo.com.

Contacts

Criteo Investor Relations
Melanie Dambre, [email protected]

Criteo Public Relations
Jessica Meyers, [email protected]

Financial information to follow

CRITEO S.A. Consolidated Statement of Financial Position (U.S. dollars in thousands, unaudited)
	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$ 255,014		$ 290,693
Trade receivables, net of allowances of $ 23.4 million and $ 28.6 million at September 30, 2025 and December 31, 2024, respectively	568,733		800,859
Income taxes	37,823		1,550
Other taxes	63,045		53,883
Other current assets	57,299		50,887
Marketable securities - current portion	23,746		26,242
Total current assets	1,005,660		1,224,114
Property and equipment, net	129,133		107,222
Intangible assets, net	157,219		158,384
Goodwill	535,245		515,188
Right of Use Asset - operating lease	106,675		99,468
Marketable securities - noncurrent portion	17,612		15,584
Noncurrent financial assets	5,169		4,332
Other noncurrent assets	46,429		61,151
Deferred tax assets	59,144		81,006
Total noncurrent assets	1,056,626		1,042,335
Total assets	$ 2,062,286		$ 2,266,449
Liabilities and shareholders' equity
Current liabilities:
Trade payables	$ 530,568		$ 802,524
Contingencies - current portion	11,190		1,882
Income taxes	8,075		34,863
Financial liabilities - current portion	9,222		3,325
Lease liability - operating - current portion	27,133		25,812
Other taxes	18,748		19,148
Employee - related payables	94,632		109,227
Other current liabilities	55,540		49,819
Total current liabilities	755,108		1,046,600
Deferred tax liabilities	4,552		4,067
Defined benefit plans	5,725		4,709
Financial liabilities - noncurrent portion	336		297
Lease liability - operating - noncurrent portion	82,175		77,584
Contingencies - noncurrent portion	22,336		31,939
Other noncurrent liabilities	21,117		20,156
Total noncurrent liabilities	136,241		138,752
Total liabilities	891,349		1,185,352
Shareholders' equity:
Common shares, €0.025 par value, 57,854,895 and 57,744,839 shares authorized, issued and outstanding at September 30, 2025 and December 31, 2024, respectively.	1,933		1,931
Treasury stock, 5,305,737 and 3,467,417 shares at cost as of September 30, 2025 and December 31, 2024, respectively.	(176,078)		(125,298)
Additional paid-in capital	709,221		709,580
Accumulated other comprehensive loss	(65,521)		(108,768)
Retained earnings	661,496		571,744
Equity attributable to the shareholders of Criteo S.A.	1,131,051		1,049,189
Noncontrolling interests	39,886		31,908
Total equity	1,170,937		1,081,097
Total equity and liabilities	$ 2,062,286		$ 2,266,449

CRITEO S.A. Consolidated Statement of Operations (U.S. dollars in thousands, except share and per share data, unaudited)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2025		2024		2025		2024
Revenue		$ 469,660		$ 458,892		$ 1,403,765		$ 1,380,254
Cost of revenue
Traffic acquisition cost		181,526		192,789		559,190		593,170
Other cost of revenue		31,651		34,171		92,598		105,084
Gross profit		256,483		231,932		751,977		682,000
Operating expenses:
Research and development expenses		67,678		85,285		208,037		211,782
Sales and operations expenses		86,995		90,823		284,099		278,734
General and administrative expenses		50,181		46,222		129,590		134,590
Total operating expenses		204,854		222,330		621,726		625,106
Income from operations		51,629		9,602		130,251		56,894
Financial and other income (expense)		(21)		(8)		480		889
Income before taxes		51,608		9,594		130,731		57,783
Provision for income taxes		11,531		3,450		27,723		15,014
Net income		$ 40,077		$ 6,144		$ 103,008		$ 42,769
Net income available to shareholders of Criteo S.A.		$ 37,782		$ 6,245		$ 96,960		$ 40,476
Net income (loss) available to noncontrolling interests		$ 2,295		$ (101)		$ 6,048		$ 2,293
Weighted average shares outstanding used in computing per share amounts:
Basic		52,565,601		54,695,112		53,170,066		54,840,650
Diluted		53,760,200		58,430,133		55,356,346		58,909,952
Net income allocated to shareholders per share:
Basic		$ 0.72		$ 0.11		$ 1.82		$ 0.74
Diluted		$ 0.70		$ 0.11		$ 1.75		$ 0.69

CRITEO S.A. Consolidated Statement of Cash Flows (U.S. dollars in thousands, unaudited)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2025		2024		2025		2024
Cash flows from operating activities
Net income		$ 40,077		$ 6,144		$ 103,008		$ 42,769
Noncash and nonoperating items		42,751		53,439		113,619		136,013
- Amortization and provisions		36,634		20,810		97,119		67,134
- Equity awards compensation expense		14,843		34,215		52,037		82,193
- Net (gain) or loss on disposal of noncurrent assets		(100)		350		(59)		924
- Change in uncertain tax positions		710		7		421		1,764
- Net change in fair value of earn-out		-		15		-		3,202
- Change in deferred taxes		10,952		(24,459)		23,387		(16,370)
- Change in income taxes		(20,294)		19,099		(64,489)		(9,321)
- Other		6		3,402		5,203		6,487
Changes in assets and liabilities:		6,772		(2,080)		(66,083)		(90,075)
- Trade receivables		100,347		2,075		261,726		138,595
- Trade payables		(96,472)		(17,653)		(299,713)		(210,863)
- Other current assets		(7,123)		(4,482)		5,325		(739)
- Other current liabilities		11,038		17,997		(31,890)		(14,239)
- Change in operating lease liabilities and right of use assets		(1,018)		(17)		(1,531)		(2,829)
Net cash provided by operating activities		89,600		57,503		150,544		88,707
Cash flows from investing activities
Acquisition of intangible assets, property and equipment		(22,968)		(18,880)		(75,310)		(53,953)
Disposal of intangibles assets, property and equipment		710		(19)		1,079		711
Payment for business, net of cash acquired		-		-		-		(527)
Purchases of marketable securities		(5,781)		(4,915)		(23,179)		(5,738)
Maturities and sales of marketable securities		641		5		28,287		541
Net cash used in investing activities		(27,398)		(23,809)		(69,123)		(58,966)
Cash flows from financing activities
Proceeds from exercise of stock options		-		3,226		1,897		4,433
Repurchase of treasury stocks		(10,948)		(54,997)		(115,444)		(157,492)
Change in other financing activities		(290)		(486)		(834)		(1,296)
Net cash used in financing activities		(11,238)		(52,257)		(114,381)		(154,355)
Effect of exchange rates changes on cash and cash equivalents		(1,653)		10,855		(2,648)		(2,737)
Net decrease in cash and cash equivalents and restricted cash		49,311		(7,708)		(35,608)		(127,351)
Net cash and cash equivalents and restricted cash at the beginning of the period		206,024		291,698		290,943		411,341
Net cash and cash equivalents and restricted cash at the end of the period		$ 255,335		$ 283,990		$ 255,335		$ 283,990
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for taxes, net of refunds		$ (20,163)		$ (11,528)		$ (68,404)		$ (36,099)
Cash paid for interest		$ (381)		$ (379)		$ (969)		$ (1,032)
Noncash investing and financing activities
Intangible assets, property and equipment acquired through payables		$ 10,552		$ 5,799		$ 10,552		$ 5,799

CRITEO S.A. Reconciliation of Cash from Operating Activities to Free Cash Flow (U.S. dollars in thousands, unaudited)
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2025		2024		2025		2024
CASH FROM OPERATING ACTIVITIES		$ 89,600		$ 57,503		$ 150,544		$ 88,707
Acquisition of intangible assets, property and equipment		(22,968)		(18,880)		(75,310)		(53,953)
Disposal of intangible assets, property and equipment		710		(19)		1,079		711
FREE CASH FLOW (1)		$ 67,342		$ 38,604		$ 76,313		$ 35,465

⁽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 Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025	2024
Gross Profit	256,483		231,932		751,977	682,000
Other Cost of Revenue	31,651		34,171		92,598	105,084
Contribution ex-TAC (1)	$ 288,134		$ 266,103		$ 844,575	$ 787,084

⁽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 Ended								Nine Months Ended
		September 30,								September 30,
Segment		2025		2024		YoY Change		YoY Change at Constant Currency (2)		2025		2024		YoY Change		YoY Change at Constant Currency (2)
Revenue
Retail Media		$ 67,114		$ 60,765		10 %		10 %		$ 187,525		$ 166,414		13 %		13 %
Performance Media		402,546		398,127		1 %		(1) %		1,216,240		1,213,840		- %		(1) %
Total		469,660		458,892		2 %		- %		1,403,765		1,380,254		2 %		1 %
Contribution ex-TAC
Retail Media		66,265		59,583		11 %		11 %		185,064		163,618		13 %		13 %
Performance Media		221,869		206,520		7 %		5 %		659,511		623,466		6 %		5 %
Total (1)		$ 288,134		$ 266,103		8 %		6 %		$ 844,575		$ 787,084		7 %		7 %

⁽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 Ended						Nine Months Ended
		September 30,						September 30,
		2025		2024		YoY Change		2025		2024		YoY Change
Net income		$ 40,077		$ 6,144		552 %		$ 103,008		$ 42,769		141 %
Adjustments:
Financial (income) expense		21		8		163 %		(131)		(889)		85 %
Provision for income taxes		11,531		3,450		234 %		27,723		15,014		85 %
Equity related compensation		15,071		34,863		(57) %		52,494		84,032		(38) %
Pension service costs		205		174		18 %		583		518		13 %
Depreciation and amortization expense (2)		29,771		25,684		16 %		91,228		75,679		21 %
Acquisition-related costs		-		1,961		(100) %		-		1,961		(100) %
Restructuring, integration and transformation costs		6,904		9,717		(29) %		9,331		27,026		(65) %
Other noncash or nonrecurring events (2) (3)		1,500		-		NM		2,372		-		NM
Total net adjustments		65,003		75,857		(14) %		183,600		203,341		(10) %
Adjusted EBITDA (1)		$ 105,080		$ 82,001		28 %		$ 286,608		$ 246,110		16 %

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

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

⁽³⁾ During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

CRITEO S.A. Reconciliation from Non-GAAP Operating Expenses to Operating Expenses under GAAP (U.S. dollars in thousands, unaudited)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025		2024		YoY Change		2025		2024		YoY Change
Research and Development expenses		$ 67,678		$ 85,285		(21) %		$ 208,037		$ 211,782		(2) %
Equity related compensation		5,868		21,261		(72) %		15,600		44,915		(65) %
Depreciation and Amortization expense (2)		19,045		13,593		40 %		61,457		38,196		61 %
Pension service costs		112		92		22 %		322		273		18 %
Restructuring, integration and transformation costs		399		5,454		(93) %		488		8,164		(94) %
Other noncash or nonrecurring events		-		-		NM		872		-		NM
Non-GAAP - Research and Development expenses		42,254		44,885		(6) %		129,298		120,234		8 %
Sales and Operations expenses		86,995		90,823		(4) %		284,099		278,734		2 %
Equity related compensation		1,415		5,032		(72) %		14,190		16,093		(12) %
Depreciation and Amortization expense		3,598		3,279		10 %		10,511		9,649		9 %
Pension service costs		28		26		8 %		76		78		(3) %
Restructuring, integration and transformation costs		35		856		(96) %		89		5,493		(98) %
Non-GAAP - Sales and Operations expenses		81,919		81,630		- %		259,233		247,421		5 %
General and Administrative expenses		50,181		46,222		9 %		129,590		134,590		(4) %
Equity related compensation		7,788		8,570		(9) %		22,704		23,024		(1) %
Depreciation and Amortization expense		381		437		(13) %		1,064		1,325		(20) %
Pension service costs		65		56		16 %		185		167		11 %
Acquisition-related costs		-		1,961		(100) %		-		1,961		(100) %
Restructuring, integration and transformation costs		6,470		3,407		90 %		8,754		13,369		(35) %
Other noncash or nonrecurring events (3)		1,500		-		NM		1,500		-		NM
Non-GAAP - General and Administrative expenses		33,977		31,791		7 %		95,383		94,744		1 %
Total Operating expenses		204,854		222,330		(8) %		621,726		625,106		(1) %
Equity related compensation		15,071		34,863		(57) %		52,494		84,032		(38) %
Depreciation and Amortization expense		23,024		17,309		33 %		73,032		49,170		49 %
Pension service costs		205		174		18 %		583		518		13 %
Acquisition-related costs		-		1,961		(100) %		-		1,961		(100) %
Restructuring, integration and transformation costs		6,904		9,717		(29) %		9,331		27,026		(65) %
Other noncash or nonrecurring events (2) (3)		1,500		-		NM		2,372		-		NM
Total Non-GAAP Operating expenses (1)		158,150		$ 158,306		- %		483,914		462,399		5 %

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

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

⁽³⁾ During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

CRITEO S.A. Reconciliation of Adjusted Net Income to Net Income (Loss) (U.S. dollars in thousands except share and per share data, unaudited)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025		2024		YoY Change		2025		2024		YoY Change
Net income		$ 40,077		$ 6,144		552 %		$ 103,008		$ 42,769		141 %
Adjustments:
Equity related compensation		15,071		34,863		(57) %		52,494		84,032		(38) %
Amortization of acquisition-related intangible assets		9,896		8,995		10 %		28,531		26,287		9 %
Acquisition related costs		-		1,961		(100) %		-		1,961		(100) %
Restructuring, integration and transformation costs		6,904		9,717		(29) %		9,331		27,026		(65) %
Other noncash or nonrecurring events (2) (3)		1,500		-		NM		2,372		-		NM
Tax impact of the above adjustments (4)		(3,144)		(5,862)		46 %		(11,813)		(15,048)		21 %
Total net adjustments		30,227		49,674		(39) %		80,915		124,258		(35) %
Adjusted net income (1)		$ 70,304		$ 55,818		26 %		$ 183,923		$ 167,027		10 %
Weighted average shares outstanding
- Basic		52,565,601		54,695,112				53,170,066		54,840,650
- Diluted		53,760,200		58,430,133				55,356,346		58,909,952
Adjusted net income per share
- Basic		$ 1.34		$ 1.02		31 %		$ 3.46		$ 3.05		13 %
- Diluted		$ 1.31		$ 0.96		36 %		$ 3.32		$ 2.84		17 %

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

⁽²⁾ During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million related to internally developed intangible assets, triggered by Alphabet Inc.'s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

⁽³⁾ During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.

⁽⁴⁾ 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.

CRITEO S.A. Constant Currency Reconciliation (1) (U.S. dollars in thousands, unaudited)
		Three Months Ended						Nine Months Ended
		September 30,						September 30,
		2025		2024		YoY Change		2025		2024		YoY Change
Gross Profit as reported		$ 256,483		$ 231,932		11 %		$ 751,977		$ 682,000		10 %
Other cost of revenue as reported		31,651		34,171		(7) %		92,598		105,084		(12) %
Contribution ex-TAC as reported(2)		288,134		266,103		8 %		844,575		787,084		7 %
Conversion impact U.S. dollar/other currencies		(5,857)		-				(5,798)		-
Contribution ex-TAC at constant currency		282,277		266,103		6 %		838,777		787,084		7 %
Traffic acquisition costs as reported		181,526		192,789		(6) %		559,190		593,170		(6) %
Conversion impact U.S. dollar/other currencies		(3,288)		-				(2,711)		-
Traffic acquisition costs at constant currency		178,238		192,789		(8) %		556,479		593,170		(6) %
Revenue as reported		469,660		458,892		2 %		1,403,765		1,380,254		2 %
Conversion impact U.S. dollar/other currencies		(9,145)		-				(8,509)		-
Revenue at constant currency		$ 460,515		$ 458,892		- %		$ 1,395,256		$ 1,380,254		1 %

⁽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 US 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)
		Nine Months Ended
		2025		2024
Shares outstanding as at January 1,		54,277,422		55,765,091
Weighted average number of shares issued during the period		(1,107,356)		(924,441)
Basic number of shares - Basic EPS basis		53,170,066		54,840,650
Dilutive effect of share-based awards - Treasury method		2,186,280		4,069,302
Diluted number of shares - Diluted EPS basis		55,356,346		58,909,952
Shares issued as at September 30, before Treasury stocks		57,854,895		59,180,216
Treasury stocks as of September 30,		(5,305,737)		(4,399,179)
Shares outstanding as of September 30, after Treasury stocks		52,549,158		54,781,037
Total dilutive effect of share-based awards		5,818,575		7,238,687
Fully diluted shares as at September 30,		58,367,733		62,019,724

CRITEO S.A. Supplemental Financial Information and Operating Metrics (U.S. dollars in thousands except where stated, unaudited)
	YoY Change	QoQ Change	Q3 2025	Q2 2025	Q1 2025	Q4 2024	Q3 2024	Q2 2024	Q1 2024	Q4 2023	Q3 2023
Clients	(1) %	(1) %	16,977	17,142	17,084	17,269	17,162	17,744	17,767	18,197	18,423
Revenue	2 %	(3) %	469,660	482,671	451,434	553,035	458,892	471,307	450,055	566,302	469,193
Americas	(2) %	1 %	201,978	199,797	192,908	274,620	206,816	212,374	198,365	280,597	219,667
EMEA	8 %	(6) %	174,335	185,955	164,861	183,372	161,745	168,496	162,842	189,291	158,756
APAC	3 %	(4) %	93,347	96,919	93,665	95,043	90,331	90,437	88,848	96,414	90,770
Revenue	2 %	(3) %	469,660	482,671	451,434	553,035	458,892	471,307	450,055	566,302	469,193
Retail Media	10 %	10 %	67,114	60,913	59,498	91,889	60,765	54,777	50,872	76,583	49,813
Performance Media	1 %	(5) %	402,546	421,758	391,936	461,146	398,127	416,530	399,183	489,719	419,380
TAC	(6) %	(5) %	181,526	190,602	187,062	218,636	192,789	204,214	196,167	249,926	223,798
Retail Media	(28) %	(6) %	849	904	708	1,661	1,182	911	703	2,429	1,377
Performance Media	(6) %	(5) %	180,677	189,698	186,354	216,975	191,607	203,303	195,464	247,497	222,421
Contribution ex-TAC (1)	8 %	(1) %	288,134	292,069	264,372	334,399	266,103	267,093	253,888	316,376	245,395
Retail Media	11 %	10 %	66,265	60,009	58,790	90,228	59,583	53,866	50,169	74,154	48,436
Performance Media	7 %	(4) %	221,869	232,060	205,582	244,171	206,520	213,227	203,719	242,222	196,959
Cash flow from (used for)operating activities	56 %	NM	89,600	(1,397)	62,341	169,454	57,503	17,187	14,017	161,340	19,614
Capital expenditures	18 %	(36) %	22,258	34,882	17,091	23,394	18,899	21,119	13,224	19,724	15,849
Net cash position	(10) %	24 %	255,335	206,024	286,171	290,943	283,990	291,698	341,862	411,257	269,857
Headcount	4 %	1 %	3,650	3,621	3,533	3,507	3,504	3,498	3,559	3,563	3,487
Days Sales Outstanding (days - end of month) (2)	(1) days	(1) days	64	65	68	62	65	64	66	58	61

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

⁽²⁾ From September 2023, we have amended the calculation of Days Sales Outstanding to consider the Iponweb acquisition. Days Sales Outstanding excluding Iponweb would have been 71 days for the same period.

SOURCE Criteo Corp