Criteo SA
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2024 · Filed Feb 28, 2025
CRTO$15.42+0.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2023-12-31; filed 2024-02-23.
0001576427-24-000009
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001576427-25-000031
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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42 unchanged; 218 reworded; 97 added; 14 removed; 0 previous and 623 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (97)
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new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader
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restructuring costs, productivity or retention issues, business disruption, and other negative impacts on our business.
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click or impression based pricing models or an equivalent, such that our clients only pay us when a user engages with the
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inappropriate or unlawful advertisements from being shown. Consistent with the nature of all technology companies,
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retailers. Similarly, we rely on our publisher and retailer partners, and such other third parties for opportunities to serve
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For example, our publishers and retailer partners are responsible under European regulation, such as the GDPR, the E-
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Privacy Directive (each as defined below) and other new government restrictions, for gathering necessary user consents
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understanding of the requirements of European regulation, certain SSPs have required actions from publishers and
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We may not be able to effectively integrate or realize the expected benefits of acquisitions or strategic
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teams, and other potential strategic transactions, including investments and partnerships. If we pursue any such strategic
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any acquisition or investment may not be realized, and we may be exposed to unknown risks, which could adversely
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affect our business, financial condition or operating results, including risks arising from:
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As of December 31, 2024, we had a direct operating pres ence in 23 offices and shared workplaces located in 16 countries
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•changes in a specific country’s or region’s political or economic conditions, including through elections;
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Additionally, operating in international markets also requires significant management attention and financial and legal
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resources. We cannot be certain that the investment and additional resources required in establishing operations in other
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countries will produce desired levels of revenue or profitability.
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Protection Board has also published guidelines further restricting its interpretation of the technical scope of the E-Privacy
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Directive, increasingly limiting our possibility to rely on certain tracking technologies such as racking links and URL.
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U.S have passed consumer and privacy laws. Of those 20, eight state’s laws are currently effective.
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AI Act adopted on July 12, 2024 and other data protection laws, may involve significant costs or require changes in
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Instead of deprecating third-party cookies, Google has proposed an updated framework that allows users to make an
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informed choice across web browsing that can be adjusted any time, which proposal remains subject to consultation with
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the CMA, the Information Commissioner’s Office and other global regulators. Google also confirmed that it will pursue the
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development and rollout of its Privacy Sandbox initiative (“PSB”) in parallel with this updated choice framework. Google’s
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Although through continued innovation our business is relying less on third-party signals and more on first-party data-
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based and other identifiers, if we are blocked or restricted from collecting information on consumer preferences and
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Removed paragraphs (14)
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• the need to integrate operations across different geographies, cultures and languages and to address the economic, currency, political and regulatory risks associated with specific countries;
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If we are unable to successfully integrate or leverage the commercial relationships of the businesses we have acquired or any business, product, solution, technology or team we acquire in the future, our business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
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Further, if our business evolves such that we are increasingly working through advertising agency intermediaries, we would have less of a direct relationship with our clients. This may drive our clients to attribute the value we provide to the advertising agency rather than to us, further limiting our ability to develop long-term relationships directly with our clients. Additionally, our clients may move from one advertising agency to another, and, accordingly, even if we have a positive relationship with an advertising agency, we may lose the underlying client’s business when the client switches to a new agency.
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• identify additional advertising channels where our solutions could perform;
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• integrate newly developed or acquired advertising channels into our pricing and measurement models, with a clear and measurable performance attribution mechanism that works across all channels, and is consistent with our privacy standards;
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• achieve our client's expected levels of performance through the new advertising channels;
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• identify and establish acceptable business arrangements with inventory partners and platforms to access inventory of sufficient quality and quantity for these new advertising channels;
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• maintain our gross margin at a consistent level upon entering one or more additional advertising channels;
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• compete with new market participants active in these additional advertising channels; and
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• attract and retain key personnel with relevant technology and product expertise to lead the integration of additional advertising channels onto our platform, and sales and operations teams to sell and integrate additional advertising channels.
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In addition, a flexible remote working environment may present operational, cybersecurity and corporate culture challenges for which we may need to adapt.
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Our credit agreement contains, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.
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Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto, before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your investment.
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Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other
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If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our offerings may become less competitive or obsolete. Our investments in new solutions and technologies to address new marketing goals for our clients are inherently risky and may not be successful.
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If we fail to innovate, enhance our brand, and adapt and respond effectively to rapidly changing technology, our
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Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities, add functionality to and improve the performance of the Criteo Commerce Media Platform, and address technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased revenue at all.
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Our industry and business are subject to rapid and frequent changes in technology, evolving client needs and the frequent
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Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful. Addressing broader marketing and monetization goals, particularly customer acquisition and brand awareness, is relatively new to us, and we have had to invest substantial resources to adapt our model, pricing and organization to support this expansion. It also implies investing in new advertising channels where we do not have a long or established track record of competing successfully. If we are not successful in expanding our solutions along broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of brand recognition will increase as competition in our market increases.
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Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful.
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The market in which we participate is intensely competitive, and we may not be able to compete successfully with our current or future competitors.
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The market in which we participate is intensely competitive, and we may not be able to compete successfully
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The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing, as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market, including large established companies, smaller companies that we do not yet know about, or companies that do not yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and maintain our profitability, including if competition increases pricing pressure.
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The market for digital advertising solutions, including specifically retail media, is highly competitive and rapidly changing,
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Large and established internet and technology companies may have the power and capital to significantly change the very nature of the digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or other solutions or services that could be significantly harmful to our business and results of operations. Some of these companies also have significantly larger resources and capital than we do, and in many cases have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome, Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have invested substantial resources and capital in innovation, which could lead to technological advancements that change the competitive dynamics of our business in ways that we may not be able to predict.
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Certain internet and technology companies may have the power and capital to significantly change the very nature of the
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In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom also operate their own advertising networks or exchanges from which we buy advertising inventory.
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In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom
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As more companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
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As more companies compete for advertising impressions on advertising exchange platforms and other platforms that
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If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.
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If this were to occur, our ability to place advertisements would be significantly impaired and our results of operations would
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If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our results of operations could be harmed. Any of these developments would make it more difficult for us to sell our offerings and could result in increased pricing pressure, reduced fees and gross margins, increased sales and marketing expense and/or the loss of market share.
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If any of these risks were to materialize, our ability to compete effectively could be significantly compromised and our
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Our success depends on our ability to implement our business transformation and achieve our global business strategies.
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Our success depends on our ability to implement our business transformation and achieve our global business
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Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and restrictions on data collection and use, including those implemented by large technology companies. The components of our transformation include diversification of our services as we shift away from third-party cookies, focus on growth and investment, and certain organization adjustments and cost optimization opportunities. Our future performance and growth depend on the success of this transformation and our new business strategies, including our management team’s ability to successfully implement them.
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Our business has recently undergone, and continues to undergo, a significant transformation, partially in response to
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Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations, capital allocation priorities, operational and organizational structure, and increased demands on management. Such changes could result in short-term and one-time costs, lost clients, reduced sales volume, higher than expected restructuring costs, retention issues and loss of key personnel, workforce productivity challenges and other negative impacts on our business. We may also become subject to the risks of workforce dissatisfaction, negative publicity and business disruption in connection with these initiatives.
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Our ongoing transformation has resulted, and may continue to result, in changes to business priorities and operations,
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Completion of our business transformation may take longer than anticipated, and, once implemented, we may not realize, in full or in part, the anticipated benefits or the realization of such benefits may be delayed. The failure to realize benefits or savings, which may be due to our inability to execute plans, delays in the implementation of the transformation and our product roadmap, global or local economic conditions, competition, changes in the advertising technology industry and the other risks described herein, could have a material adverse effect on our business, financial condition and results of operations, as well as the trading price of our securities.
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As we continue to transform our business, we may not realize the anticipated benefits or the realization of such benefits
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The failure by Criteo AI Engine to accurately predict engagement by users and maintain the quality of our client and publisher content could result in significant costs to us, lost revenue and diminished business opportunities.
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our client and publisher content could result in significant costs to us, lost revenue and diminished business
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The effective delivery of certain of our digital advertising solutions depends on the ability of Criteo AI Engine to predict the likelihood that a consumer will engage with any given internet display advertisement with a sufficient degree of accuracy so that our clients can achieve desirable returns on their advertising spend. We historically charged our clients primarily based on a cost-per-click pricing model, and our clients only paid us when a user engaged with the advertisement, usually by clicking on it. Although we have evolved our pricing models alongside our broader suite of solutions, a large part of our revenue is still generated through cost-per-click pricing models or an equivalent.
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The effective delivery of certain of our digital advertising solutions relies in part on the ability of Criteo AI Engine to predict
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Many of our agreements with clients are open-ended and often do not include a spending minimum. Similarly, our contracts with publishers generally do not include long-term obligations requiring them to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal functioning of Criteo AI Engine.
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Many of our agreements with clients do not include a spending minimum. Similarly, our contracts with publishers generally
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In addition, we have experienced significant growth in the amount and complexity of data processed by Criteo AI Engine and the number of advertising impressions we deliver. As the amount of data and number of variables processed by Criteo AI Engine increase, and the calculations that the algorithms must compute become increasingly complex, the risk of errors in the type of data collected, stored, generated or accessed also increases.
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In addition, we have seen significant growth in the amount and complexity of data processed by Criteo AI Engine and the
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Our client’s satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate content, or content that is not permitted under the terms of the applicable agreements with clients. While this depends in part on the optimal functioning of the Criteo AI Engine, as more of our clients use our self-service tools with less intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent inappropriate or unlawful advertisements from being shown. Fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine. For example, the use of bots or other automated or manual mechanisms to generate fraudulent clicks or misattribute clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher cost per 1,000 impressions paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online video and Connected TV inventory.
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Our client’s satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate
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If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, including such that we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our solution could be impaired or stop working altogether, which could significantly impair our ability to purchase any advertising inventory and generate any revenue until the errors, defects or fraudulent or malicious activity were detected and corrected. Other negative consequences from experiencing such issues in Criteo AI Engine could include:
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If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, our solution
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• faulty inventory purchase decisions, resulting in lower profitability per impression, up to an including negative margins, for which we may need to bear the cost;
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• faulty inventory purchase decisions, resulting in lower profitability per impression, up to and including negative
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• delivery of advertisements that are less relevant or irrelevant to users, resulting in lower click-through rates or conversion rates;
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• delivery of less relevant or irrelevant advertisements, resulting in lower click-through or conversion rates;
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• refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business and potential liability for damages or regulatory inquiries or lawsuits; and
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• refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business
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As a result, the failure by Criteo AI Engine to accurately predict engagement of users and maintain the quality of our client and publisher content and to continue to do so over time could result in significant costs to us, lost revenue and diminished business opportunities.
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As a result, the failure by Criteo AI Engine to accurately predict engagement of users and the failure to maintain the quality
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Third parties may implement technical restrictions that impede our access to data and revenue opportunities upon which we rely, which could materially impact our business and results of operations.
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Third parties may implement technical restrictions that impede our access to data and revenue opportunities
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A substantial portion of the data we rely on comes from our publisher partners and other third parties, including advertising exchange platforms (including supply-side platforms, or “SSPs”, such as Google’s Ad Manager) and retailers. Similarly, we rely on our publisher partners, advertising exchange platforms and other third parties, such as retailers, for opportunities to serve advertisements through which we generate our revenue. Our ability to successfully leverage such data and successfully generate revenue from such opportunities could be impacted by restrictions imposed by or on our publisher partners or other third parties, including restrictions on our ability to use or read cookies or other tracking features or our ability to use real-time bidding networks or other bidding networks.
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A substantial portion of the data we rely on comes from our publisher and retailer partners and other third parties,
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For example, in light of GDPR, some SSPs imposed restrictions on our ability to bid on opportunities to serve ads. Third-party publishers are responsible under GDPR for gathering necessary user consents and indicating to SSPs that Criteo has been approved by the applicable users. As part of their efforts to comply with their understanding of the requirements of GDPR, which are subject to interpretation, certain SSPs that run advertising exchanges have required actions from such third-party publishers with respect to such consents that appear stricter than regulations require. Similarly, SSPs and other relevant third parties may take similar actions in response to any new legislation or regulatory developments or interpretations in the future, in response to perceived user preferences, or for other reasons.
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and indicating to SSPs that Criteo has been approved by the applicable users. As part of their efforts to comply with their
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If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able to comply with restrictions imposed by other ecosystem participants, we may lose the ability to access data, bid on opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
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If third parties on which we rely for data or opportunities to serve advertisements impose similar restrictions or are not able
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We have substantial client concentration in certain local markets and solutions, with a limited number of clients accounting for a substantial portion of our revenues in those areas.
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We have substantial client concentration in certain markets and solutions, with a limited number of clients
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Although our overall customer base is well-diversified, with our largest 10 clients representing 12.3% of our revenue in the aggregate in 2023, in certain of our local markets and specific solutions we derive a substantial portion of revenues from a limited number of clients. We cannot predict the future level of demand for our services and products generated by these clients, and revenues from these clients may fluctuate. Further, some of our contracts with these clients may permit them to terminate or reduce use of our products at any time (subject to notice and certain other provisions). If we fail to retain any of these clients or any of these clients terminate or reduce use of our products, if not replaced by new clients and an increase in business from existing clients, our revenues within local markets or specific solutions may be negatively impacted.
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Although our overall customer base is well-diversified, withour largest 10 clients representing 17.1% of our revenue in the
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We may not be able to effectively integrate the businesses we acquire, which may adversely affect our ability to achieve our growth and business objectives.
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transactions, which may adversely affect our ability to achieve our growth and business objectives.
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We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or teams. If we identify an appropriate acquisition candidate, we may not be successful in negotiating the terms and/or financing of the acquisition, and our due diligence may fail to identify all of the problems, liabilities or other shortcomings or challenges of an acquired business, product, solution or technology, including issues related to intellectual property, product quality or architecture, employees or clients, cybersecurity, regulatory compliance, including tax compliance, practices or revenue recognition or other accounting practices.
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We explore, on an ongoing basis, potential acquisitions of additional businesses, products, solutions, technologies or
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Any acquisition or investment may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity securities or incur contingent liabilities or amortization of expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or results. The Company has incurred and will incur significant transaction and acquisition-related costs in connection with its acquisitions, including legal, accounting, financial advisory, regulatory and other expenses. The payment of such transaction costs could adversely effect on our financial condition, results of operations or cash flows. In addition, acquisitions involve numerous risks, any of which could harm our business, including:
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Any strategic transaction may require us to use significant amounts of cash, incur debt, issue potentially dilutive equity
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• difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if those businesses operate outside of our core competency and market;
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•difficulties in integrating the operations, technologies, services and personnel of acquired businesses, especially if
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• potential of integration of cybersecurity issues or flaws in acquired technologies;
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•unforeseen cybersecurity issues or flaws in acquired technologies or the integration thereof;
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• potential loss of key employees of acquired businesses;
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• liability or litigation for activities of the acquired business, including claims from terminated employees, clients, former shareholders or other third parties;
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•liability or litigation for activities of the acquired business, including claims from terminated employees, clients,
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• implementation or remediation of controls, practices, procedures and policies at acquired businesses, including the costs necessary to establish and maintain effective internal controls; and
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•implementation or remediation of controls, practices, procedures and policies at acquired businesses, including
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As of December 31, 2023, we had a direct operating presence through 29 offices located in 17 countries and did business in 109 countries. Our current global operations and future initiatives involve a variety of risks, including:
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and did business in 108 countries. Our current global operations and future initiatives involve a variety of risks, including:
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information contained in this Form 10-K, including our consolidated financial statements and the related notes thereto,
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before investing in our ADSs. The risks and uncertainties described below are not the only ones we face. Additional risks
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and uncertainties that we are unaware of, or that we currently believe are not material, also may become important factors
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that affect us. If any of the following risks materialize, our business, financial condition and results of operations could be
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materially harmed. In that case, the trading price of our ADSs could decline, and you may lose some or all your
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offerings may become less competitive or obsolete. Our investments in new solutions and technologies to
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address new marketing goals for our clients are inherently risky and may not be successful.
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introduction by our competitors of new and enhanced offerings. Our future success will depend on our ability to
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continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities,
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add functionality to and improve the performance of the Criteo Commerce Media Platform, and address technological and
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industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not
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be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete.
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Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased
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While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and
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brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into
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marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of
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brand recognition will increase as competition in our market increases.
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with our current or future competitors.
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as market participants develop new technologies and offer multiple new products and services aimed at facilitating and/or
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capturing advertising spend. With the introduction of new technologies and the influx of new entrants to the market,
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including large established companies, smaller companies that we do not yet know about, or companies that do not yet
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exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and
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maintain our profitability, including if competition increases pricing pressure.
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digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage
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their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or
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other solutions or services that could be significantly harmful to our business and results of operations. Some of these
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companies also have significantly larger resources and capital than we do, and in many cases have advantageous
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competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome,
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Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have
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invested substantial resources and capital in innovation, which could lead to technological advancements that change the
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competitive dynamics of our business in ways that we may not be able to predict.
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also operate their own advertising networks or exchanges from which we buy advertising inventory.
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aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may
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adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a
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profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our
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clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize
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such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
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be adversely affected. Some large retailers, which could include our own clients, may develop retail media advertising
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technologies in-house, and may move some of their demand to a direct sales model such that they would do some of their
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own sales. Competition could also hinder the success of new advertising solutions that we offer in the future.
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