CRTO 8-K
Criteo S.A. (CRTO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| * | Not for trading, but only in connection with the registration of the American Depositary Shares. |
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| ITEM 2.02 | Results of Operations and Financial Condition. |
On October 29, 2025, the Company issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial information in both the press release and the conference call. A reconciliation of these non-GAAP financial measures to the most comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.
| ITEM 7.01 | Regulation FD Disclosure. |
On October 29, 2025, the Company issued a press release announcing the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025. A copy of the press release is furnished as Exhibit 99.2 to this report.
The information furnished with this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| ITEM 8.01 | Other Events. |
On October 29, 2025, the Company issued a press release announcing 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 structure with ordinary shares to be directly listed on Nasdaq. The Conversion is expected to be completed in the third quarter of 2026, subject to certain closing conditions, including shareholder approval. A copy of the press release is attached as Exhibit 99.3 to this report and is incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number |
Description | |
| 99.1 | Press Release regarding financial results dated October 29, 2025 | |
| 99.2 | Press Release regarding appointment dated October 29, 2025 | |
| 99.3 | Press Release regarding redomiciliation dated October 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Criteo S.A. | ||||||
| Date: October 29, 2025 | By: | /s/ Sarah Glickman | ||||
| Name: | Sarah Glickman | |||||
| Title: | Chief Financial Officer | |||||
Exhibit 99.1
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 - October 29, 2025 - 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 | % | 4 | ppt | 54 | % | 49 | % | 5 p | pt | ||||||||||||
| 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 Results1 |
||||||||||||||||||||||||
| 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 | % | 17 | ppt | 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.
2
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.
3
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.
4
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.
5
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.”
6
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: | +1 800 836 8184 | ||
| • | International: | +1 646 357 8785 | ||
| • | 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
7
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 | ||||||
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|
|
|
|
|||||
| Total current assets |
1,005,660 | 1,224,114 | ||||||
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|
|
|
|||||
| 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 | ||||||
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|
|
|
|
|||||
| Total noncurrent assets |
1,056,626 | 1,042,335 | ||||||
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|
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| Total assets |
$ | 2,062,286 | $ | 2,266,449 | ||||
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| 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 | ||||
|
|
|
|
|
|||||
8
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 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
9
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 | ||||||||
10
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. |
11
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. |
12
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. |
13
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. |
14
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 | % | ||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| 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 | ||||||||||||||||||
|
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|
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|
|
|
|
|
|
|
|||||||||||||
| Total Non-GAAP Operating expenses (1) |
158,150 | $ | 158,306 | — | % | 483,914 | 462,399 | 5 | % | |||||||||||||||
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|
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|||||||||||||
| (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. |
15
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 | )% | ||||||||||||||||
|
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|
|||||||||||||
| Adjusted net income (1) |
$ | 70,304 | $ | 55,818 | 26 | % | $ | 183,923 | $ | 167,027 | 10 | % | ||||||||||||
|
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|||||||||||||
| 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 | % | ||||||||||||
|
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|
|||||||||||||
| - Diluted |
$ | 1.31 | $ | 0.96 | 36 | % | $ | 3.32 | $ | 2.84 | 17 | % | ||||||||||||
|
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|||||||||||||
| (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. |
16
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 | ) | — | ||||||||||||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|||||||||||||
| 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. |
17
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 | ||||||
|
|
|
|
|
|||||
18
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. |
19
Exhibit 99.2
Criteo Names Amazon Veteran Edouard Dinichert as Chief Customer Officer
Dinichert joins Criteo’s leadership team to lead global sales for Performance Media and oversee global business operations
NEW YORK, October 29, 2025 – Criteo (NASDAQ: CRTO), the global platform connecting the commerce ecosystem, today announced the appointment of Edouard Dinichert as Chief Customer Officer, effective December 1, 2025. In this role based in New York City, Dinichert will report directly to Chief Executive Officer Michael Komasinski and will lead global sales and operations for Criteo’s Performance Media business. He will focus on accelerating growth and strengthening commercial excellence, while ensuring that client success remains central to Criteo’s approach. His appointment underscores the Company’s continued commitment to advancing client success and driving performance-led innovation globally.
“Criteo has spent two decades delivering measurable performance, and in doing so, has become a unifying force for advertising and commerce,” said Dinichert. “With its global reach and innovation in AI and data insights, the company is uniquely positioned to connect every part of the commerce journey. I’m thrilled to join the team and help drive Criteo’s next wave of growth with our clients and partners.”
Dinichert brings more than 20 years of industry experience leading global revenue organizations that bridge creativity, data, and performance. He most recently served as Chief Revenue Officer at TripleLift and was one of the three executives who led the Office of the CEO from July 2024 to January 2025. At TripleLift, he scaled the company’s creative supply-side platform (SSP) offerings across retail media, CTV, and data-driven curation.
Earlier, he spent over a decade at Amazon, where he launched and led Amazon Advertising in France and then built its global Ad Tech Sales & Services organization, encompassing Amazon DSP, Amazon Ad Server (formerly Sizmek), and Amazon Marketing Cloud adoption and growth. Working closely with AWS and cross-functional teams, he advanced privacy-aware solutions that connected CRM, media, and analytics, while fostering API-first innovation with agencies and partners.
“As we continue to expand the reach and impact of performance media globally, Edouard’s leadership will be instrumental in accelerating customer growth,” said Michael Komasinski, Chief Executive Officer at Criteo. “His deep experience in scaling data-driven organizations and driving commercial excellence will help accelerate our momentum and deliver greater value for our clients and partners worldwide. As a dual French and Swiss national, Edouard also brings a truly cross-market, cross-cultural perspective that reflects Criteo’s European roots and global ambitions.”
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 criteo.com.
Forward Looking Statements Disclosure
This press release contains forward-looking statements, including 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 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, the impact of consumer resistance to the collection and sharing of data, our ability to access data through 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 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 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.
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.
Exhibit 99.3
Criteo Announces Intention to Redomicile to Luxembourg and List Ordinary Shares on Nasdaq
Move expected to simplify corporate structure and increase capital management flexibility while remaining anchored in the French Technology ecosystem
Direct listing to replace current ADS structure, enabling potential inclusion in U.S. stock indices
NEW YORK – October 29, 2025 – Criteo S.A. (NASDAQ: CRTO) (“Criteo” or the “Company”), the global platform connecting the commerce ecosystem, today 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 (“ADSs”) structure with ordinary shares to be directly listed on Nasdaq. The Conversion is expected to be completed in the third quarter of 2026.
Criteo remains deeply committed to its teams, offices and investments in France, where it continues to play a leading role in the French technology and AI innovation ecosystem.
Frederik van der Kooi, Chairperson of the Board, said “The Board views these actions as an important strategic step toward unlocking significant and sustainable shareholder value. It is also a natural evolution in Criteo’s journey to fully realize the benefits of our U.S. listing — a strategic move originally made by our founders to support the Company’s long-term growth. Since Criteo became a public company, the U.S. equity market landscape has shifted significantly, and we are confident that, among other benefits, this initiative can reduce the complexities of Criteo’s current structure, increase flexibility for share repurchases, and support potential inclusion in certain U.S. indices. With a Luxembourg domicile, we could potentially pursue a subsequent transfer to the U.S., which would enable broader eligibility for major U.S. stock indices, providing access to the massive pools of passive capital tracking these benchmarks.”
Michael Komasinski, Chief Executive Officer, added “This project, aligned with the perspectives we consistently hear from our shareholders, demonstrates our confidence in the Company’s strategy and growth potential, ensuring we have the optimal structure to maximize shareholder value and strengthen our competitiveness. Importantly, as we continue to position Criteo for long-term global success, we remain deeply anchored in the French technology ecosystem. Our AI Lab and teams in Paris will continue to drive innovation and sustain our leadership in AI-powered commerce around the world.”
The redomiciliation to Luxembourg and the direct listing of Criteo’s ordinary shares on Nasdaq offer significant benefits, including:
| • | positioning Criteo for potential inclusion in certain U.S. indices, subject to meeting other eligibility criteria, thereby expanding the Company’s access to passive investment capital, triggering associated benchmarking from actively managed funds and broadening its shareholder base. |
| • | providing greater capital management flexibility by reducing or eliminating current restrictions related to share repurchases and holdings of treasury shares. |
| • | eliminating fees and complexities associated with ADSs potentially increasing stock liquidity. |
In addition, Luxembourg has a well-established regime of cross-border mergers between Luxembourg and U.S. companies. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from Luxembourg to the United States if the Board determines such action is in the best interests of Criteo and its shareholders.
The Conversion will require prior consultation with Criteo’s works council, and is subject to certain closing conditions, including shareholder approval by a two-thirds majority of the votes cast by shareholders present or represented.
Conference Call Information
Criteo’s senior management team will discuss the Conversion and the Company’s Q3 2025 earnings on a call that will take place today at 8:00 AM ET, 1:00 PM CET. The call will be webcast live on the Criteo website at https://criteo.investorroom.com/ and will subsequently be available for replay.
| • | United States: | +1 800 836 8184 | ||
| • | International: | +1 646 357 8785 | ||
| • | France | 080-094-5120 | ||
Please ask to be joined to the “Criteo” call.
Disclaimers
Cautionary Statement Regarding Forward-Looking Statements
This communication contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements with respect to our financial condition, results of operations, cash flows, plans, objectives, future performance and business and the assumptions underlying such statements. By way of illustration, words such as “anticipate”, “believe”, “expect”, “intend”, “estimate”, “project”, “will”, “should”, “could”, “may”, “predict” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. We base forward-looking statements on our current assumptions, expectations, estimates and projections about us and the markets that we serve in light of our industry experience, as well as our perception of historical trends, current conditions, expected future developments and other factors that we believe are appropriate under the circumstances. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and often outside of our control. Therefore, actual outcomes and results may differ materially from those expressed in forward-looking statements. These forward-looking statements are subject to risks, uncertainties and other factors, including, among others: failure to obtain the required shareholder vote to adopt
the proposals needed to complete the transaction; failure to satisfy any of the other conditions to the transaction, including the condition that the option to withdraw shares for cash in connection with the transaction is not exercised above a certain threshold; the transaction not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with the transaction; failure to list our shares on Nasdaq following the transaction or maintain our listing thereafter; inability to take advantage of the potential strategic opportunities provided by, and realize the potential benefits of, the transaction; the disruption of current plans and operations by the transaction; the disruption to our relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo following the transaction, including our anticipated growth rate and market opportunity; changes in shareholders’ rights as a result of the transaction; inability to terminate the deposit agreement and withdraw our ordinary shares from the depositary so as to terminate our ADS program; difficulty in adapting to operating under the laws of Luxembourg; the deferment or abandonment of the transaction by our board of directors up to three days prior to the general shareholders’ meeting to vote thereon; following the completion of the transaction, 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 transaction; 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 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 the transaction, acquisitions or other strategic transactions 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 (such as changes in or new tariffs); the impact of competition; 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; our ability to manage growth, potential fluctuations in operating results; our ability to grow our base of clients; risks related to future opportunities and plans, including the uncertainty of expected future financial performance and results; and those risks detailed from time-to-time under the caption “Risk Factors” and elsewhere in Criteo’s filings with the U.S. Securities and Exchange Commissions (the “SEC”) and reports, including Criteo’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 28, 2025, subsequent Quarterly Reports on Form 10-Q and the Registration Statement on Form S-4 expected to be filed in connection with the transaction, as well as future filings and reports by Criteo. As a result of these and other factors, no assurance can be given as to our future results and achievements. 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 communication. We are under no obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the transaction, 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 transaction 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 transaction and the other proposals relating to the transaction set forth in the proxy statement / prospectus. Criteo may also file other relevant documents with the SEC regarding the transaction. This communication 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 transaction. 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 TRANSACTION.
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 transaction, 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 communication 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 transaction 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 transaction. 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 transaction 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.”
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.
Contact:
Investor Relations
Melanie Dambre, [email protected]
Public Relations
Jessica Meyers, [email protected]