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,

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

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

___________________________________________________

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).

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:

Fourth quarter 2025 guidance:

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.

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, m.dambre@criteo.com

Criteo Public Relations

Jessica Meyers, j.meyers@criteo.com

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,

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,

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

421

1,764

- Net change in fair value of earn-out

—

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

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

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,

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,

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,

Segment

2025

2024

YoY

Change

YoY

Change

Constant

Currency (2)

2025

2024

YoY

Change

YoY

Change

Constant

Currency (2)

Revenue

Retail Media

$ 67,114

$ 60,765

10 %

$ 187,525

$ 166,414

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 %

185,064

163,618

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 %

(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,

2025

2024

YoY

Change

2025

2024

YoY

Change

Net income

$ 40,077

$ 6,144

552 %

$ 103,008

$ 42,769

141 %

Adjustments:

Financial (income) expense

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

—

2,372

—

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,

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

22 %

322

273

18 %

Restructuring, integration and transformation costs

399

5,454

(93) %

488

8,164

(94) %

Other noncash or nonrecurring events

—

872

—

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

8 %

(3) %

Restructuring, integration and transformation costs

856

(96) %

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

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

—

1,500

—

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

—

2,372

—

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.

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,

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

—

2,372

—

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.

(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,

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

2025

2024

2023

Clients

(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 %

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 %

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) 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