CRITEO REPORTS SECOND QUARTER 2026 RESULTS

Appointed Connor McGogney as Chief Financial Officer, Effective August 10, 2026

Q2 2026 Media Spend of $1.1 Billion

Deployed $30 Million to Repurchase Shares in Q2 2026

NEW YORK, Aug. 5, 2026 /PRNewswire/ -- Criteo S.A. (NASDAQ: CRTO) ("Criteo" or the "Company"), the global commerce intelligence platform, today announced financial results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights:

The following table summarizes our consolidated financial results for the three months and six months ended June 30, 2026:

Three Months Ended

Six Months Ended

June 30,

2026

2025

YoY Change

2026

2025

YoY Change

(in millions, except EPS data)

GAAP Results

Revenue

$428

$483

(11) %

$853

$934

(9) %

Gross Profit

$222

$259

(14) %

$445

$495

(10) %

Net Income

$12

$23

(49) %

$20

$63

(68) %

Gross Profit margin

52 %

54 %

(2)ppt

52 %

53 %

(1) ppt

Diluted EPS

$0.22

$0.39

(44) %

$0.37

$1.05

(65) %

Cash from operating activities

$20

$(1)

$69

$61

12 %

Cash and cash equivalents

$252

$206

23 %

$252

$206

23 %

Non-GAAP Results 1

Contribution ex-TAC

$255

$292

(13) %

$506

$556

(9) %

Adjusted EBITDA

$73

$89

(18) %

$138

$182

(24) %

Adjusted diluted EPS

$0.80

$0.92

(13) %

$1.53

$2.02

(24) %

Free Cash Flow (FCF)

$(38)

$(36)

(3) %

$(22)

(340) %

FCF / Adjusted EBITDA

(51) %

(41) %

(10)ppt

(16) %

5 %

(21) ppt

"While our second quarter top line performance was disappointing, our long-term strategy remains unchanged," said Michael Komasinski, Chief Executive Officer of Criteo. "We remain confident in our Commerce Intelligence strategy and are strengthening execution, diversifying our business and positioning Criteo to help shape the next generation of AI driven commerce."

Operating 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 working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients.

3 Constant currency measures exclude the impact of foreign currency fluctuations and is computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

Financial Summary

Revenue for Q2 2026 was $428 million, gross profit was $222 million and Contribution ex-TAC was $255 million. Net income for Q2 2026 was $12 million, representing $0.22 per share on a diluted basis. Adjusted EBITDA for Q2 2026 was $73 million, and adjusted net income was $41 million, resulting in an adjusted diluted EPS of $0.80. As reported, revenue for Q2 decreased (11)%, gross profit decreased (14)% and Contribution ex-TAC decreased (13)%. At constant currency, revenue for Q2 2026 decreased (11)% and Contribution ex-TAC decreased (12)%. Cash flow from operating activities was $20 million in Q2 2026 and Free Cash Flow was $(38) million in Q2 2026. As of June 30, 2026, we had $303 million in cash and marketable securities on our balance sheet.

Sarah Glickman, Chief Financial Officer, said, "Our updated outlook reflects a more conservative view of our business trends for the remainder of the year. Our strong profitability, cash flow and balance sheet provide the financial flexibility to execute our strategy, maintain disciplined capital allocation and create long term shareholder value."

Second Quarter 2026 Results

Revenue, Gross Profit and Contribution ex-TAC

Revenue decreased (11)% year-over-year in Q2 2026, or decreased (11)% at constant currency, to $428 million (Q2 2025: $483 million). Gross profit decreased (14)% year-over-year in Q2 2026 to $222 million (Q2 2025: $259 million). Gross profit as a percentage of revenue, or gross profit margin, was 52% (Q2 2025: 54%). Contribution ex-TAC in the second quarter decreased (13)% year-over-year, or decreased (12)% at constant currency, to $255 million (Q2 2025: $292 million).

Net Income and Adjusted Net Income

Net income was $12 million in Q2 2026 (Q2 2025: net income: $23 million). Net income allocated to shareholders of Criteo was $11 million, or $0.22 per share on a diluted basis (Q2 2025: net income allocated to shareholders of $21 million, or $0.39 per share on a diluted basis).

Adjusted net income, a non-GAAP financial measure, was $41 million, or $0.80 per share on a diluted basis (Q2 2025: $51 million, or $0.92 per share on a diluted basis).

Adjusted EBITDA and Operating Expenses

Adjusted EBITDA was $73 million (Q2 2025: $89 million), reflecting lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs. Adjusted EBITDA as a percentage of Contribution ex-TAC, or Adjusted EBITDA margin, was 29% (Q2 2025: 31%).

Operating expenses decreased (9)% year-over-year to $207 million (Q2 2025: $228 million), mostly due to rigor on resource allocation, productivity gains, and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments. Non-GAAP operating expenses decreased (10)% year-over-year to $158 million (Q2 2025: $175 million).

Cash Flow, Cash and Financial Liquidity Position

Cash flow from operating activities was $20 million in Q2 2026 (Q2 2025: $(1) million).

Free Cash Flow was $(38) million in Q2 2026 (Q2 2025: $(36) million). On a trailing 12-month basis, Free Cash Flow was $180 million.

Cash and cash equivalents, and marketable securities, were $303 million, a $(86) million decrease compared to December 31, 2025, after spending $61 million on share repurchases in the six months ended June 30, 2026.

As of June 30, 2026, the Company had total financial liquidity of approximately $767 million, including $252 million of cash and cash equivalents, $51 million of marketable securities and $464 million available through its revolving credit facility.

2026 Business Outlook

The following forward-looking statements reflect Criteo's expectations as of August 5, 2026. The Company's outlook is based on year-to-date performance and current business trends.

Fiscal year 2026 guidance:

Third quarter 2026 guidance:

The Company's third quarter 2026 guidance reflects the temporary impact of previously communicated scope changes with two specific Retail Media clients.

The above guidance for the fiscal year ending December 31, 2026 assumes the following exchange rates for the main currencies impacting our business: a U.S. dollar-euro rate of 0.86, a U.S. dollar-Japanese Yen rate of 159, a U.S. dollar-British Pound rate of 0.75, a U.S. dollar-Korean Won rate of 1,500 and a U.S. dollar-Brazilian Real rate of 5.16.

The above guidance assumes that no acquisitions and dispositions are completed during the third quarter of 2026 or the fiscal year ended December 31, 2026.

Reconciliations of Contribution ex-TAC, Adjusted EBITDA and Adjusted EBITDA margin guidance to the closest corresponding U.S. GAAP measures are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and low visibility with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directly impacted by unpredictable fluctuations in our share price. The variability of the above charges could potentially have a significant impact on our future U.S. GAAP financial results.

Non-GAAP Financial 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, employer social contribution expense related to employee equity award compensation, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA and Adjusted EBITDA margin are key measures used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short- and long-term operational plans. In particular, we believe that Adjusted EBITDA and Adjusted EBITDA margin can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA and Adjusted EBITDA margin provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Adjusted Net Income is our net income adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, amortization of acquisition-related assets, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance, and the tax impact of these adjustments. Adjusted Net Income and Adjusted diluted EPS are key measures used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, we believe that Adjusted Net Income and Adjusted diluted EPS can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted Net Income and Adjusted diluted EPS provide useful information to investors and the market generally in understanding and evaluating our results of operations in the same manner as our management and board of directors.

Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property, and equipment. Free Cash Flow Conversion is defined as free cash flow divided by Adjusted EBITDA. Free Cash Flow and Free Cash Flow Conversion are key measures used by our management and board of directors to evaluate the Company's ability to generate cash. Accordingly, we believe that Free Cash Flow and Free Cash Flow Conversion permit a more complete and comprehensive analysis of our available cash flows.

Non-GAAP Operating Expenses are our consolidated operating expenses adjusted to eliminate depreciation and amortization, equity related compensation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, pension service costs, certain restructuring and related costs, integration and transformation costs, certain acquisition costs, and other nonrecurring or noncash items. The Company uses Non-GAAP Operating Expenses to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short-term and long-term operational plans, and to assess and measure our financial performance and the ability of our operations to generate cash. We believe Non-GAAP Operating Expenses reflects our ongoing operating expenses in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. As a result, we believe that Non-GAAP Operating Expenses provides useful information to investors in understanding and evaluating our core operating performance and trends in the same manner as our management and in comparing financial results across periods. In addition, Non-GAAP Operating Expenses is a key component in calculating Adjusted EBITDA, which is one of the key measures the Company uses to provide its quarterly and annual business outlook to the investment community.

Please refer to the supplemental financial tables provided in the appendix of this press release for a reconciliation of Contribution ex-TAC to gross profit, Adjusted EBITDA to net income, Adjusted Net Income to net income, Free Cash Flow to cash flow from operating activities, and Non-GAAP Operating Expenses to operating expenses, in each case, the most comparable U.S. GAAP measure. Our use of non-GAAP financial measures has limitations as an analytical tool, and you should not consider such non-GAAP measures in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: 1) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; and 2) other companies may report Contribution ex-TAC, Contribution ex-TAC margin, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Non-GAAP Operating Expenses or similarly titled measures but calculate them differently or over different regions, which reduces their usefulness as comparative measures. Because of these and other limitations, you should consider these measures alongside our U.S. GAAP financial results, including revenue and net income.

Forward-Looking Statements Disclosure

This press release contains forward-looking statements, including projected financial results for the quarter ending September 30, 2026 and the year ending December 31, 2026, our expectations regarding our market opportunity and future growth prospects and other statements that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially. Factors that might cause or contribute to such differences include, but are not limited to: failure related to our technology and our ability to innovate and respond to changes in technology, including our use and expected use of AI; uncertainty regarding our ability to access a consistent supply of internet display advertising inventory and expand access to such inventory; investments in new business opportunities and the timing of these investments, whether the projected benefits of acquisitions or strategic transactions, including the completed redomiciliation from France to Luxembourg (the "Conversion") and the proposed transfer of our legal domicile from Luxembourg to the United States via the merger of the Company into a newly incorporated and wholly-owned U.S. subsidiary (the "U.S. Merger"), materialize as expected; uncertainty regarding our international operations and expansion, including related to changes in a specific country's or region's political or economic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs); the impact of competition or client in-housing; uncertainty regarding legislative, regulatory or self-regulatory developments regarding data privacy matters and the impact of efforts by other participants in our industry to comply therewith; our ability to obtain and utilize certain data as a result of consumer concerns regarding data collection and sharing, as well as potential limitations in accessing data from third parties; failure to enhance our brand cost-effectively, recent growth rates not being indicative of future growth; client flexibility to increase or decrease spend; our ability to manage growth, potential fluctuations in operating results, our ability to grow our base of clients, and the financial impact of maximizing Contribution ex-TAC, as well as risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; changes in general political, economic and competitive conditions and specific market conditions; adverse changes in the advertising industry; changes in applicable laws or accounting practices; failure to obtain the required shareholder vote to adopt the proposals needed to complete the U.S. Merger; failure to satisfy any of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the Conversion or the U.S. Merger; failure to maintain the listing of our shares on Nasdaq or failure to list our stock on the New York Stock Exchange following the U.S. Merger or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; the disruption of current plans and operations by the Conversion or the U.S. Merger; the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo, including our anticipated growth rate and market opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws of Luxembourg or the United States; the delay or abandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger; and those risks detailed from time-to-time under the caption "Risk Factors" and elsewhere in the Company's SEC filings and reports, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended, and in subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed by a subsidiary of the Company in connection with the U.S. Merger, as well as future filings and reports by the Company. Importantly, at this time, macro-economic conditions including inflation and fluctuating interest rates in the U.S. have impacted and may continue to impact Criteo's business, financial condition, cash flow and results of operations. Accordingly, a forward-looking statement is neither a prediction nor a guarantee of future events or circumstances and those future events or circumstances may not occur. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this release.

Except as required by law, the Company undertakes no duty or obligation to update any forward-looking statements contained in this release as a result of new information, future events, changes in expectations or otherwise.

Conference Call Information

Criteo's senior management team will discuss the Company's earnings on a call that will take place today, August 5, 2026, at 8:00 AM ET, 2:00 PM CET. The conference call will be webcast live on the Company's website at https://criteo.investorroom.com/ and will subsequently be available for replay.

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

About Criteo

Criteo (NASDAQ: CRTO) is the global commerce intelligence platform that drives performance for brands, agencies, retailers, and publishers. Built on proprietary commerce data from more than $1 trillion in annual sales and two decades of AI innovation, Criteo helps companies across the ecosystem make smarter decisions and achieve better outcomes, while delivering more relevant experiences for shoppers. With thousands of clients and deep partnerships across global retail and digital commerce, Criteo provides the technology and insights businesses need to compete and grow. For more information, please visit www.criteo.com.

Contacts

Investor Relations & Corporate Communications

Melanie Dambre, [email protected]

Public Relations

Amanda Echavarri, [email protected]

Financial information to follow

CRITEO S.A.

Consolidated Statement of Financial Position

(U.S. dollars in thousands, unaudited)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

$ 252,236

$ 342,038

Trade receivables, net of allowances of $ 15.1 million and $ 25.9 million at

June 30, 2026 and December 31, 2025, respectively

455,966

582,102

Income taxes

16,871

14,233

Other taxes

56,767

57,050

Marketable securities - current portion

28,052

23,242

Prepaid expenses and other current assets

63,180

53,210

Total current assets

873,072

1,071,875

Property and equipment, net

168,378

139,330

Intangible assets, net

141,357

151,853

Goodwill

531,794

535,761

Right of use assets - operating leases

134,390

134,205

Marketable securities - noncurrent portion

22,788

23,500

Noncurrent financial assets

8,073

8,314

Deferred tax assets

84,945

90,689

Other noncurrent assets

45,987

45,680

Total noncurrent assets

1,137,712

1,129,332

Total assets

$ 2,010,784

$ 2,201,207

Liabilities and shareholders' equity

Current liabilities:

Trade payables

$ 457,107

$ 566,046

Contingencies - current portion

11,505

9,229

Income taxes

8,321

27,528

Financial liabilities - current portion

9,645

11,360

Lease liability - operating - current portion

36,414

33,085

Other taxes

12,338

14,713

Employee - related payables

87,998

114,416

Other current liabilities

54,387

68,277

Total current liabilities

677,715

844,654

Deferred tax liabilities

5,131

5,285

Defined benefit plans

6,043

5,707

Lease liability - operating - noncurrent portion

102,128

105,277

Contingencies - noncurrent portion

23,304

22,729

Other noncurrent liabilities

32,332

31,826

Total noncurrent liabilities

168,938

170,824

Total liabilities

846,653

1,015,478

Shareholders' equity:

Common shares, €0.025 par value, 53,728,895 and 55,659,895 shares

authorized and issued, and 48,550,453 and 51,151,866 outstanding at June 30,

2026 and December 31, 2025, respectively.

1,815

1,871

Treasury stock, 5,178,442 and 4,508,029 shares at cost as of June 30, 2026

and December 31, 2025, respectively.

(108,990)

(120,853)

Additional paid-in capital

706,534

706,321

Accumulated other comprehensive loss

(80,120)

(68,879)

Retained earnings

608,276

630,750

Equity attributable to the shareholders of Criteo S.A.

1,127,515

1,149,210

Noncontrolling interests

36,616

36,519

Total equity

1,164,131

1,185,729

Total equity and liabilities

$ 2,010,784

$ 2,201,207

CRITEO S.A.

Consolidated Statement of Operations

(U.S. dollars in thousands, except share and per share data, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Revenue

$ 428,018

$ 482,671

$ 852,657

$ 934,105

Cost of revenue

Traffic acquisition cost

172,545

190,602

346,816

377,664

Other cost of revenue

33,259

33,551

60,885

60,947

Gross profit

222,214

258,518

444,956

495,494

Operating expenses:

Research and development expenses

71,945

79,610

141,628

140,359

Sales and operations expenses

85,539

108,215

183,040

197,104

General and administrative expenses

49,722

40,238

94,880

79,409

Total operating expenses

207,206

228,063

419,548

416,872

Income from operations

15,008

30,455

25,408

78,622

Financial and other income (expense)

319

(1,801)

2,192

501

Income before taxes

15,327

28,654

27,600

79,123

Provision for income taxes

3,576

5,734

7,269

16,192

Net income

$ 11,751

$ 22,920

$ 20,331

$ 62,931

Net income available to shareholders of Criteo S.A.

$ 11,190

$ 21,250

$ 19,007

$ 59,178

Net income available to noncontrolling interests

$ 561

$ 1,670

$ 1,324

$ 3,753

Weighted average shares outstanding used in computing per share

amounts:

Basic

49,664,392

52,986,068

50,007,078

53,480,338

Diluted

50,545,915

55,133,569

50,754,574

56,162,459

Net income allocated to shareholders per share:

Basic

$ 0.23

$ 0.40

$ 0.38

$ 1.11

Diluted

$ 0.22

$ 0.39

$ 0.37

$ 1.05

CRITEO S.A.

Consolidated Statement of Cash Flows

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Cash flows from operating activities

Net income

$ 11,751

$ 22,920

$ 20,331

$ 62,931

Noncash and nonoperating items

25,870

28,238

66,136

70,868

- Amortization and provisions

23,471

36,902

52,040

60,485

- Equity awards compensation expense

16,381

21,128

29,728

36,537

- Loss (gain) on disposal of and impairment of long-lived assets

845

(701)

1,392

- Change in uncertain tax positions

(289)

522

(289)

- Change in deferred taxes

3,293

5,547

5,300

12,435

- Change in income taxes

(17,915)

(39,907)

(21,607)

(44,195)

- Other

497

4,012

854

4,503

Changes in assets and liabilities:

(17,322)

(52,555)

(17,961)

(72,855)

- Trade receivables

(1,705)

(2,564)

130,281

161,379

- Trade payables

11,890

(28,910)

(100,951)

(203,241)

- Other assets

9,186

20,908

(15,329)

12,448

- Other liabilities

(36,229)

(42,783)

(32,401)

(42,928)

- Operating lease liabilities and right of use assets

(464)

794

439

(513)

Net cash provided by (used in) operating activities

20,299

(1,397)

68,506

60,944

Cash flows from investing activities

Acquisition of intangible assets, property and equipment

(58,240)

(35,292)

(91,088)

(52,342)

Disposal of intangibles assets, property and equipment

422

410

1,063

369

Purchases of investment securities

—

(5,949)

(17,319)

(17,398)

Maturities and sales of investment securities

16,644

11,673

27,646

Net cash used in investing activities

(57,758)

(24,187)

(95,671)

(41,725)

Cash flows from financing activities

Proceeds from exercise of stock options

—

1,897

Repurchase of treasury stocks

(30,353)

(48,328)

(61,322)

(104,496)

Change in other financing activities

(324)

(73)

(640)

(544)

Net cash used in financing activities

(30,677)

(48,349)

(61,962)

(103,143)

Effect of exchange rates changes on cash and cash equivalents

175

(6,214)

(891)

(995)

Net decrease in cash and cash equivalents and restricted cash

(67,961)

(80,147)

(90,018)

(84,919)

Net cash and cash equivalents and restricted cash at the beginning of the period

320,302

286,171

342,359

290,943

Net cash and cash equivalents and restricted cash at the end of the period

$ 252,341

$ 206,024

$ 252,341

$ 206,024

Reconciliation of cash, cash equivalents, and restricted cash to the

consolidated statement of financial position

Cash and cash equivalents

$ 252,236

$ 205,703

$ 252,236

$ 205,703

Restricted cash, included in other current assets

$ 105

$ 321

$ 105

$ 321

Total cash, cash equivalents, and restricted cash

$ 252,341

$ 206,024

$ 252,341

$ 206,024

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for taxes, net of refunds

$ (13,868)

$ (40,383)

$ (18,819)

$ (48,241)

Cash paid for interest

$ (467)

$ (344)

$ (994)

$ (588)

Noncash investing and financing activities

Intangible assets, property and equipment acquired through payables

$ 10,729

$ 4,633

$ 10,729

$ 4,633

CRITEO S.A.

Reconciliation of Cash from Operating Activities to Free Cash Flow

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

CASH FROM (USED IN) OPERATING ACTIVITIES

$ 20,299

$ (1,397)

$ 68,506

$ 60,944

Acquisition of intangible assets, property and equipment

(58,240)

(35,292)

(91,088)

(52,342)

Disposal of intangible assets, property and equipment

422

410

1,063

369

FREE CASH FLOW (1)

$ (37,519)

$ (36,279)

$ (21,519)

$ 8,971

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

CRITEO S.A.

Reconciliation of Contribution ex-TAC to Gross Profit

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

2026

2025

Gross Profit

222,214

258,518

444,956

495,494

Other Cost of Revenue

33,259

33,551

60,885

60,947

Contribution ex-TAC (1)

$ 255,473

$ 292,069

$ 505,841

$ 556,441

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

CRITEO S.A.

Segment Information

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

Segment

2025

YoY Change

YoY

Change

Constant

Currency

(2)

2026

2025

YoY Change

YoY

Change

Constant

Currency

(2)

Revenue

Retail Media

$ 60,913

(21) %

(22) %

$ 89,178

$ 120,411

(26) %

(27) %

Performance Media

421,758

(10) %

(9) %

763,479

813,694

(6) %

(8) %

Total

482,671

(11) %

852,657

934,105

(9) %

(10) %

Contribution ex-TAC

Retail Media

60,009

(21) %

(22) %

87,757

118,799

(26) %

(27) %

Performance Media

232,060

(10) %

418,084

437,642

(4) %

(6) %

Total (1)

$ 292,069

(13) %

(12) %

$ 505,841

$ 556,441

(9) %

(11) %

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

(2) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the US dollar.

CRITEO S.A.

Reconciliation of Adjusted EBITDA to Net Income

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

YoY

Change

2026

2025

YoY

Change

Net income

$ 11,751

$ 22,920

(49) %

$ 20,331

$ 62,931

(68) %

Adjustments:

Financial expense (income)

(319)

1,796

(118) %

(2,192)

(152)

Provision for income taxes

3,576

5,734

(38) %

7,269

16,192

(55) %

Equity related compensation, and related social

contribution expenses (1)

16,626

21,543

(23) %

30,448

37,423

(19) %

Pension service costs

196

195

1 %

394

378

4 %

Depreciation and amortization expense

31,581

35,764

(12) %

59,948

61,457

(2) %

Restructuring, integration and transformation costs

9,888

556

20,050

2,427

726 %

Other noncash or nonrecurring events (2)

—

872

(100) %

1,950

872

124 %

Total net adjustments

61,548

66,460

(7) %

117,867

118,597

(1) %

Adjusted EBITDA (3)

$ 73,299

$ 89,380

(18) %

$ 138,198

$ 181,528

(24) %

(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.

(2) Includes costs related to nonrecurring litigation matters.

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

CRITEO S.A.

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

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

YoY

Change

2026

2025

YoY

Change

Research and Development expenses

$ 71,945

$ 79,610

(10) %

$ 141,628

$ 140,359

1 %

Equity related compensation, and related social

contribution expenses (1)

6,003

5,398

11 %

10,892

9,732

12 %

Depreciation and Amortization expense

21,463

25,739

(17) %

40,602

42,412

(4) %

Pension service costs

116

109

6 %

232

210

10 %

Restructuring, integration and transformation costs

380

695

681 %

Other noncash or nonrecurring events

—

872

(100) %

—

872

(100) %

Non-GAAP - Research and Development expenses

43,983

47,476

(7) %

89,207

87,044

2 %

Sales and Operations expenses

85,539

108,215

(21) %

183,040

197,104

(7) %

Equity related compensation, and related social

contribution expenses (1)

2,727

7,354

(63) %

5,679

12,775

(56) %

Depreciation and Amortization expense

623

3,574

(83) %

2,040

6,913

(70) %

Pension service costs

(17) %

(15) %

Restructuring, integration and transformation costs

663

(12)

5,202

Non-GAAP - Sales and Operations expenses

81,506

97,275

(16) %

170,078

177,314

(4) %

General and Administrative expenses

49,722

40,238

24 %

94,880

79,409

19 %

Equity related compensation, and related social

contribution expenses (1)

7,896

8,791

(10) %

13,877

14,916

(7) %

Depreciation and Amortization expense

329

350

(6) %

709

683

4 %

Pension service costs

(3) %

121

120

1 %

Restructuring, integration and transformation costs

8,845

552

14,153

2,284

520 %

Other noncash or nonrecurring events (2)

—

1,950

—

Non-GAAP - General and Administrative expenses

32,592

30,483

7 %

64,070

61,406

4 %

Total Operating expenses

207,206

228,063

(9) %

419,548

416,872

1 %

Equity related compensation, and related social

contribution expenses (1)

16,626

21,543

(23) %

30,448

37,423

(19) %

Depreciation and Amortization expense

22,415

29,663

(24) %

43,351

50,008

(13) %

Pension service costs

196

195

1 %

394

378

4 %

Restructuring, integration and transformation costs

9,888

556

20,050

2,427

726 %

Other noncash or nonrecurring events (2)

—

872

(100) %

1,950

872

124 %

Total Non-GAAP Operating expenses (3)

158,081

$ 175,234

(10) %

$ 323,355

$ 325,764

(1) %

(2) Includes costs related to nonrecurring litigation matters.

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

CRITEO S.A.

Reconciliation of Adjusted Net Income to Net Income (Loss)

(U.S. dollars in thousands except share and per share data, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

YoY

Change

2026

2025

YoY

Change

Net income

$ 11,751

$ 22,920

(49) %

$ 20,331

$ 62,931

(68) %

Adjustments:

Equity related compensation, and related social

contribution expenses (1)

16,626

21,543

(23) %

30,448

37,423

(19) %

Amortization of acquisition-related intangible assets

6,661

9,637

(31) %

13,296

18,635

(29) %

Restructuring, integration and transformation costs

9,888

556

20,050

2,427

726 %

Other noncash or nonrecurring events (2)

—

872

(100) %

1,950

872

124 %

Tax impact of the above adjustments (3)

(4,409)

(4,739)

7 %

(8,430)

(8,669)

3 %

Total net adjustments

28,766

27,869

3 %

57,314

50,688

13 %

Adjusted net income (4)

$ 40,517

$ 50,789

(20) %

$ 77,645

$ 113,619

(32) %

Weighted average shares outstanding

- Basic

49,664,392

52,986,068

50,007,078

53,480,338

- Diluted

50,545,915

55,133,569

50,754,574

56,162,459

Adjusted net income per share

- Basic

$ 0.82

$ 0.96

(15) %

$ 1.55

$ 2.12

(27) %

- Diluted

$ 0.80

$ 0.92

(13) %

$ 1.53

$ 2.02

(24) %

(2) Includes costs related to nonrecurring litigation matters.

(3) We consider the nature of the adjustment to determine its tax treatment in the various tax jurisdictions we operate in. The tax impact is calculated by applying the actual tax rate for the entity and period to which the adjustment relates.

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

CRITEO S.A.

Constant Currency Reconciliation (1)

(U.S. dollars in thousands, unaudited)

Three Months Ended

Six Months Ended

June 30,

2026

2025

YoY

Change

2026

2025

YoY

Change

Gross Profit as reported

$ 222,214

$ 258,518

(14) %

$ 444,956

$ 495,494

(10) %

Other cost of revenue as reported

33,259

33,551

(1) %

60,885

60,947

— %

Contribution ex-TAC as reported (2)

255,473

292,069

(13) %

505,841

556,441

(9) %

Conversion impact U.S. dollar/other

currencies

1,241

—

(8,233)

—

Contribution ex-TAC at constant currency

256,714

292,069

(12) %

497,608

556,441

(11) %

Traffic acquisition costs as reported

172,545

190,602

(9) %

346,816

377,664

(8) %

Conversion impact U.S. dollar/other

currencies

744

—

(4,948)

—

Traffic acquisition costs at constant currency

173,289

190,602

(9) %

341,868

377,664

(9) %

Revenue as reported

428,018

482,671

(11) %

852,657

934,105

(9) %

Conversion impact U.S. dollar/other

currencies

1,985

—

(13,182)

—

Revenue at constant currency

$ 430,003

$ 482,671

(11) %

$ 839,475

$ 934,105

(10) %

(1) Constant currency measures exclude the impact of foreign currency fluctuations and are computed by applying the prior year monthly exchange rates to transactions denominated in settlement or billing currencies other than the U.S. dollar.

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

CRITEO S.A.

Information on Share Count

(unaudited)

Six Months Ended

2026

2025

Shares outstanding as at January 1,

51,151,866

54,277,422

Weighted-average effect of changes in shares outstanding during the period

(1,144,788)

(797,084)

Basic number of shares - Basic EPS basis

50,007,078

53,480,338

Dilutive effect of share-based awards - Treasury method

747,496

2,682,121

Diluted number of shares - Diluted EPS basis

50,754,574

56,162,459

Shares issued as at June 30, before Treasury stocks

53,728,895

57,854,895

Treasury stocks as of June 30,

(5,178,442)

(5,527,535)

Shares outstanding as of June 30, after Treasury stocks

48,550,453

52,327,360

CRITEO S.A.

Supplemental Financial Information and Operating Metrics

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

YoY

Change

QoQ

Change

2026

2025

2024

Clients

(2) %

1 %

16,752

16,528

16,786

16,977

17,142

17,084

17,269

17,162

17,744

Revenue

(11) %

1 %

428,018

424,639

541,136

469,660

482,671

451,434

553,035

458,892

471,307

Americas

(12) %

11 %

175,983

158,629

241,987

201,978

199,797

192,908

274,620

206,816

212,374

EMEA

(8) %

(2) %

171,349

175,330

202,901

174,335

185,955

164,861

183,372

161,745

168,496

APAC

(17) %

(11) %

80,686

90,680

96,248

93,347

96,919

93,665

95,043

90,331

90,437

Revenue

(11) %

1 %

428,018

424,639

541,136

469,660

482,671

451,434

553,035

458,892

471,307

Retail Media

(21) %

16 %

47,907

41,271

76,347

67,114

60,913

59,498

91,889

60,765

54,777

Performance Media

(10) %

(1) %

380,111

383,368

464,789

402,546

421,758

391,936

461,146

398,127

416,530

TAC

(9) %

(1) %

172,545

174,271

211,094

181,526

190,602

187,062

218,636

192,789

204,214

Retail Media

(18) %

8 %

739

682

1,727

849

904

708

1,661

1,182

911

Performance Media

(9) %

(1) %

171,806

173,589

209,367

180,677

189,698

186,354

216,975

191,607

203,303

Contribution ex-TAC (1)

(13) %

2 %

255,473

250,368

330,042

288,134

292,069

264,372

334,399

266,103

267,093

Retail Media

(21) %

16 %

47,168

40,589

74,620

66,265

60,009

58,790

90,228

59,583

53,866

Performance Media

(10) %

(1) %

208,305

209,779

255,422

221,869

232,060

205,582

244,171

206,520

213,227

Cash flow from (used for)

operating activities

(58) %

20,299

48,207

160,688

89,600

(1,397)

62,341

169,454

57,503

17,187

Capital expenditures

66 %

80 %

57,818

32,207

26,495

22,258

34,882

17,091

23,394

18,899

21,119

Net cash position

22 %

(21) %

252,341

320,302

342,359

255,335

206,024

286,171

290,943

283,990

291,698

Headcount

(2) %

— %

3,543

3,553

3,649

3,650

3,621

3,533

3,507

3,504

3,498

Days Sales Outstanding

(days - end of month)

(7) days

(2) days

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

SOURCE Criteo Corp