Criteo SA

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 thereunto duly authorized.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Michael Komasinski her or his attorney-in-fact, each with the power of substitution, for her or him in any and all

capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and

other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming

all that each of said attorneys-in-fact, or his substitutes, may do or cause to be done by virtue of hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons in the capacities and on the dates indicated below.

Index to Consolidated Financial Statements

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of financial position of Criteo S.A. and subsidiaries (the

“Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive

income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2024, and

the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity

with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria

established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the

Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in

the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial

statements that was communicated or required to be communicated to the audit committee and that (1) relates to

accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing

separate opinions on the critical audit matter or on the accounts or disclosures to which is relates.

Revenue — Refer to Note 1 to the financial statements

Critical Audit Matter Description

The Company primarily generates revenue by delivering digital personalized display advertisements and by providing

access to its online trading platform to brands, agencies and retailers for the monetization of digital advertising

inventory.

Display advertisements are generally sold based on a click or impression-based pricing model and revenue is

recognized when an ad is clicked on or displayed to the end user.

For the use of its online trading platform the Company charges a fee based on a percentage of working media spend,

and recognizes revenue when digital advertising inventory is monetized through the platform.

Because of the nature of the Company’s revenue, which is made up of a significant volume of low-dollar value

transactions, sourced from multiple databases and other tools, the Company uses highly automated systems to

process and record its revenue transactions.

We identified revenue as a critical audit matter because the Company’s systems to process and record its revenue

transactions are highly automated and thus required significantly more involvement and effort from our information

technology (IT) internal specialist team to identify, test, and evaluate the Company’s system, software applications, and

automated controls.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s systems to process revenue transactions included the following, among

others:

•With the assistance of our IT specialists, we:

–Identified the relevant applications and systems used to process revenue transactions and tested the

general IT controls over these applications and systems, including testing of user access controls,

change management and data conversion controls, and Datacenter and Network Operations.

–Performed testing of system interface controls and automated controls within the relevant revenue

solutions, as well as the controls designed to address the occurrence, accuracy and completeness of

revenue.

•We tested internal controls within the revenue business process, including those in place to reconcile the

various applications to the Company’s general ledger.

•With the assistance of our data specialists, we tested the underlying data of the revenue transactions by

agreeing the events recognized in the financial statements to the source transactional systems and tested the

mathematical accuracy of the recorded revenue.

/s/Deloitte & Associés

Paris-La Défense, France

February 28, 2025

We have served as the Company's auditor since 2011.

To the shareholders and the Board of Directors of Criteo S.A.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Criteo S.A. and subsidiaries (the “Company”) as of

December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the

Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based

on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the

Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects. Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered

necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations

of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

/s/ Deloitte & Associés

Paris-La Défense, France

February 28, 2025

Consolidated Statements of Changes in Shareholders’ Equity

(1) On February 3, 2022 Criteo's Board of Directors extended a share repurchase program of up to$280.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 5,135,359

shares repurchased at an average price of$26.43 offset by 1,625,742 treasury shares used for RSUs vesting and 2,732,386 treasury shares cancelled.

(2) On December 7, 2023, Criteo's Board of Directors extended a share repurchase program to up to$480.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is comprised of 4,286,624

shares repurchased at an average price of$30.0 offset by 1,679,674 treasury shares used for RSUs vesting, by 1,006,482 treasury shares used for LUSs vesting and by 2,185,000 treasury shares cancelled.

(3) On February 1, 2024, Criteo's board of directors authorized an extension of the share repurchase program to up to$630.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is

comprised of 5,976,764 shares repurchased at an average price of$37.6 offset by 2,366,158 treasury shares used for RSUs vesting, by 1,953,761 treasury shares used for LUSs vesting and by 3,590,000 treasury shares cancelled.

Notes to the Consolidated Financial Statements

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic

on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A.

We are a global technology company that enables marketers and media owners to drive better commerce outcomes

through the world’s leading Commerce Media Platform. We bring richer experiences to every consumer by supporting a

fair and open internet that enables discovery, innovation, and choice — powered by trusted and impactful advertising from

the world’s marketers and media owners.

We are leading the way in commerce media — a new approach to advertising that combines commerce data and machine

learning to target consumers throughout their shopping journey and help marketers and media owners drive commerce

outcomes (sales, leads, advertising revenue).

Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce

outcomes through our Commerce Media Platform, which includes a suite of products:

•that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout

their shopping journey and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory

for commerce anywhere where consumers spend their time

•that are underpinned by our advanced AI engine, analyzing large sets of commerce data in real-time to drive hyper

personalization and budget efficiency.

In these notes, Criteo S.A. is referred to as the "Parent" company and together with its subsidiaries, collectively, as

"Criteo," the "Company," the "Group," or "we".

Note 1. Principles and Accounting Methods

Basis of Pres entation

We prepared the consolidated financial statements in accordance with the U.S. generally accepted accounting

principles ("GAAP"). The consolidated financial statements include the accounts of Criteo S.A. and its subsidiaries

where we have controlling financial interests. Intercompany transactions and balances have been eliminated.

The table below presents at each period’s end and for all entities included in the consolidation scope the following

information: the country of incorporation and the percentage of voting rights and ownership interests.

(1) Merged with Criteo GmbH.

Functional Currency and Translation of Financial Statements in Foreign Currency

The Consolidated Financial Statements are presented in U.S. dollars, which differs from the functional currency of

the Parent, the euro. The statements of financial position of consolidated entities having a functional currency

different from the U.S. dollar are translated into U.S. dollars at the closing exchange rate (spot exchange rate at

the statement of financial position date) and the statements of income, statements of comprehensive income and

statements of cash flow of such consolidated entities are translated at the average period to date exchange rate.

The resulting translation adjustments are included in equity under the caption “Accumulated other comprehensive

income (loss)” in the Consolidated Statements of Changes in Shareholders' Equity.

Conversion of Foreign Currency Transactions

Foreign currency transactions are converted to U.S. dollars at the rate of exchange applicable on the transaction

date. At period-end, foreign currency monetary assets and liabilities are converted at the rate of exchange

prevailing on that date. The resulting exchange gains or losses are recorded in the Consolidated Statements of

Income in “Other financial income (expense)” with the exception of exchange differences arising from monetary

items that form part of the reporting entity’s net investment in a foreign operation which are recognized in other

comprehensive income (loss); they will be recognized in profit or loss on disposal of the net investment.

Use of Estimates

The preparation of our Consolidated Financial Statementsin conformity with GAAP requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of

revenue and expenses during the period. We base our estimates and assumptions on historical experience and

other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and

assumptions on an ongoing basis. Actual results could differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2)

income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill,

(4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

In January 2025, we completed an assessment of the useful lives of our servers and network equipment, resulting

in a change in the estimated useful life of certain servers and network equipment from five tosix years. This

change in accounting estimate will be effective beginning fiscal year 2025.

Operating Segments

We report our financial results based ontwo reportable segments: Retail Media and Performance Media.

The reported segment information is based on internal management data used for business performance analysis

and resource allocation, following the management approach. An operating segment is a component of the

Company for which separate financial information is available that is evaluated regularly by our Chief Operating

Decision Maker ("CODM") in deciding how to allocate resources and assessing performance.

Beginning in 2024, as a result of the integration of the Iponweb acquisition, the Company has changed its

segment reporting structure totwo reportable segments: Retail Media and Performance Media, which combines

our former Marketing Solutions and Iponweb segments, to align with a change in how the CODM, our Chief

Executive Officer (CEO), allocates resources and assesses performance.

As such, prior period segment results and related disclosures have been conformed to reflect the Company’s

current reportable segments. This change did not impact our results of operations, financial position, or cash

flows. Refer to Note 4 for further discussion.

Business combinations

We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the

purchase price of our acquisitions to the assets acquired and liabilities assumed based on their estimated fair

values. The excess of the purchase price over the fair values of these identifiable assets and liabilities is recorded

as goodwill. Acquisition-related expenses are recognized separately from the business combination and are

expensed as incurred.

Internally Developed Software and Software as a Service

Intangible assets include costs to develop software to be used solely to meet internal needs and cloud based

applications used to deliver our services. We capitalize development costs related to these software applications

once the preliminary project stage is complete and it is probable that the project will be completed and the

software will be used to perform the function intended. Amortization of these costs begins when the assets are

placed in service and is calculated on a straight-line basis over their lives, generally estimated atthree years.

Internally developed software and software in progress are periodically reviewed for impairment. Internally

developed software deemed no longer in use due to replacements or strategic business decisions are assessed

for impairment. The fair value is determined using a future cash flow model. Projects no longer deemed probable

of completion are recorded to impairment expense in the period the project is identified as no longer probable of

completion. Impairment losses are recorded as Research and Development expense in the Consolidated

Statement of Income.

Cloud computing arrangements (“CCAs”), such as software as a service ("SaaS") and other hosting

arrangements, are evaluated for capitalized implementation costs in a similar manner as capitalized software

development costs.

If a CCA includes a software license, the software license element of the arrangement is accounted for in a

manner consistent with the acquisition of other software licenses. If a CCA does not include a software license,

the service element of the arrangement is accounted for as a service contract. The Company capitalizes certain

implementation costs for its CCAs that are service contracts, which are included in other current assets. The

Company amortizes capitalized implementation costs in a CCA over the life of the service contract.

Property and Equipment

Property and equipment are accounted for at acquisition cost less cumulative depreciation and any impairment

loss. Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives. Management

determines the appropriate useful life of property and equipment when those assets are initially recognized and it

is routinely reviewed. Our current estimate of useful lives represents the best estimate based on current facts and

circumstances, but may differ from the actual useful lives due to changes to our business operations, changes in

the planned use of assets, and technological advancements. When we change the estimated useful life

assumption for any asset, the remaining carrying amount of the asset is accounted for prospectively and

depreciated or amortized over the revised estimated useful life.

The estimated useful lives of property and equipment are described below:

Servers.......................................................................................................................................................5 years

Furniture and IT equipments...............................................................................................................3 to 5 years

Leasehold improvements are depreciated over their useful life or over the lease term, whichever is shorter.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate

that the carrying amount of an asset is impaired or the estimated useful life is no longer appropriate.

If indicators of impairment exist and the undiscounted projected cash flows associated with an asset are less than

the carrying amount of the asset, an impairment loss is recorded to write the asset down to its estimated fair

value. Fair value is estimated based on discounted future cash flows.

Goodwill and Acquired Intangible Assets

Goodwill represents the excess of the aggregate purchase price paid over the fair value of the net tangible and

intangible assets acquired. Intangible assets that are not considered to have an indefinite useful life are amortized

over their useful lives.

The Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events

or changes in circumstances warrant a revision to the remaining periods of amortization.

Goodwill is not amortized and is tested for impairment at least annually or whenever events or changes in

circumstances indicate that the carrying value may not be recoverable. The Company has determined that it

operates astwo reporting units. Goodwill has been allocated to thesetwo reporting units using a relative fair value

allocation approach. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset

annual impairment test date from December 31 to October 1. Refer to Note 10 for further information.

In the impairment assessment of its goodwill, the Company performs an impairment test, which involves

assumptions regarding estimated future cash flows of the Company. The estimated future cash flows are used to

derive the fair value of the reporting unit, which is then compared to its net book value, including goodwill. If these

estimates or their related assumptions change in the future, the Company may be required to record impairment

on these assets. If the net book value exceeds its implied fair value, then the Company would be required to

recognize an impairment loss in the Consolidated Statement of Income.

Acquired intangible assets are accounted for at acquisition cost less cumulative amortization and any impairment

loss. Acquired intangible assets are amortized over their estimated useful lives ofthree tonine years on a straight-

line method. Intangible assets are reviewed for impairment whenever events or changes in circumstances such

as, but not limited to, significant declines in revenue, earnings or cash flows or material adverse changes in the

financial and economic environment indicate that the carrying amount of an asset may be impaired.

Leases

The Company leases space under noncancellable operating leases for offices and data centers. Office leases

typically include rent free periods and rent escalation periods, and may also include leasehold improvement

incentives. Leases for data centers may also include rent free periods and rent escalation periods. Both office and

data center leases may contain both lease components (rent) and non-lease components (maintenance, electrical

costs, and other service charges). Non-lease components are accounted for separately.

Leases typically contain options to renew, and/or early terminate the lease. Options have been included in the

lease term if management has determined it is reasonably certain that they will be exercised, at lease

commencement.

Operating lease liabilities are recognized based on the present value of the future minimum lease payments over

the lease term at commencement date. As most of the leases do not provide an implicit rate, the Company uses

its incremental borrowing rate at lease commencement to determine the present value of future payments. It is

then adjusted in consideration of the currency of the lease and the lease term as of the lease commencement

date.

Lease expense is recognized for minimum lease payments on a straight-line basis over the lease term. Variable

costs include changes in indexation and are expensed in the period incurred.

Accounts Receivable

The Company carries the accounts receivable at original invoiced amount less an allowance for any potential

uncollectible amounts. Receivables are presented on a gross basis and are not netted against the payments we

are required to make to advertising inventory publishers.

The Company applies Financial Instruments-Credit Losses (Topic 326) - Measurement of Credit Losses on

Financial Instruments, which requires the measurement and recognition of expected credit losses for financial

assets held at amortized cost that an entity does not expect to collect over the asset's contractual life, considering

past events, current conditions, and reasonable and supportable forecasts of future economic conditions.

For accounts receivable measured at amortized cost, the Company uses aging analysis, and probability of default

methods to evaluating and estimating the expected credit losses. A receivable is considered past due if we have

not received payments based on agreed-upon terms.

Allowances for credit losses on trade receivables are recorded in “Sales and operations expenses” in the

Consolidated Statements of Income. The Company generally does not require any security or collateral to support

its receivables.

Derivative financial instruments

The Company buys and sells derivative financial instruments in order to manage and reduce exposure to the risk

of exchange rate fluctuations. The Company only deals with major financial institutions. Financial instruments may

only be classified as hedges when we can demonstrate and document the effectiveness of the hedging

relationship at inception and throughout the life of the hedge. Generally, derivatives are not designated as hedging

instruments and mainly consist of forward buying contracts that are use to hedge intercompany transactions and

other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary.

The Company recognizes gains and losses on these contracts, as well as the related costs in the financial income

(expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

The cash impact of the settlement of hedging derivatives in cash from (used for) financing activities is reported in

the Consolidated Statements of Cash Flows. This results in the cash flows from derivative instruments to be

classified in the same category as the underlying cash flows.

Derivative instruments are considered level 2 financial instruments as they are measured using valuation

techniques based on observable market data.

Fair value measurements

Fair value is defined as the market price that would be received from selling an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date. To determine the fair value

measurements for assets and liabilities which are required to be recorded at fair value, observable inputs are

given preference over unobservable inputs. Fair value measurements are based on the following hierarchy, which

prioritizes the inputs used to measure fair value into three levels:

•Level 1: fair value calculated using quoted prices in an active market for identical assets and liabilities

•Level 2: fair value calculated using valuation techniques based on observable market data such as prices

of similar assets and liabilities or parameters quoted in an active market

•Level 3: fair value calculated using valuation techniques based wholly or partially on unobservable inputs

such as prices in an active market or a valuation based on multiples for unlisted companies.

Cash, Cash Equivalents and Marketable Securities

Cash and cash equivalents are comprised of cash on deposit with banks, money market funds and other highly

liquid investments such as demand deposits with banks for which the carrying value approximates fair value due

to their short-term nature. Cash equivalents include short-term, highly liquid investments, with a remaining

maturity at the date of purchase of three months or less, or with a maturity of more than three months that can be

early withdrawn without significant penalty or foregoing of interest, for which the risk of changes in value is

considered to be insignificant.

We hold investments in marketable securities, consisting mainly of term deposits with banks, not meeting the

cash equivalents definition. We classify marketable securities as either available-for-sale or held-to-maturity

investments, depending on whether we have the positive intent and ability to hold the term deposits to maturity.

Our available-for-sale investments are carried at estimated fair value with any unrealized gains and losses, net of

taxes, included in accumulated other comprehensive income (loss) in stockholders' equity.

Our held-to-maturity investments are carried at amortized cost, and are subject to impairment assessments.

Interest income generated from held-to-maturity investments is recorded as financial income.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist

primarily of cash, cash equivalents, marketable securities and accounts receivable. The Company’s cash, cash

equivalents and marketable securities are held and foreign exchange contracts are transacted with major financial

institutions that the Company's management has assessed to be of high credit quality. The Company has not

experienced any losses in such accounts.

The Company mitigates its credit risk with respect to accounts receivable by performing credit evaluations and

monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2024,

2023 and 2022, no individual customer represented 10% or more of revenue.

Employee Benefits

Depending on the laws and practices of the countries in which we operate, employees may be entitled to

compensation when they retire or to a pension following their retirement. For state-managed plans and other

defined contribution plans, we recognize them as expenses when they become payable, our commitment being

limited to our contributions.

The liability with respect to defined benefit plans is estimated using the following main assumptions:

•discount rate;

•future salary increases;

•employee turnover; and

•mortality tables.

Service costs are recognized in profit or loss and are allocated by function.

Actuarial gains and losses are recognized in other comprehensive income and subsequently amortized into the

income statement over a specified period, which is generally the expected average remaining service period of

the employees participating in the plan. Actuarial gains and losses arise as a result of changes in actuarial

assumptions or experience adjustments (differences between the previous actuarial assumptions and what has

actually occurred).

We are involved in legal proceedings, claims, and regulatory, tax or government inquiries and investigations that

arise in the ordinary course of business. Certain of these matters might include speculative claims for substantial

or indeterminate amounts of damages. With respect to these matters, asserted and unasserted, we evaluate the

associated developments on a regular basis and accrue a liability when we believe that it is both probable that a

loss has been incurred and the amount can be reasonably estimated. If we determine there is a reasonable

possibility that we may incur a loss and the loss or range of loss can be reasonably estimated, we disclose the

possible loss in the accompanying notes to the consolidated financial statements to the extent material. We

review the developments in our contingencies that could affect the amount of the provisions that have been

previously recorded, and the matters and related reasonably possible losses disclosed.

Revenue Recognition

We sell personalized digital display advertisements featuring product-level recommendations either directly to

clients or to advertising agencies. We also provide technology to retailers and other companies in the ad-tech

industry which enables them to monetize on their advertising properties, or connect them to other players in the

ad-tech industry.

Revenue is recognized when control of the promised goods or services is transferred to our clients, in an amount

that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine

revenue recognition by applying the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

•Allocation of the transaction price to the performance obligations in the contract;

•Recognition of revenue when, or as, we satisfy a performance obligations.

We recognize revenues when we transfer control of promised services directly to our clients in an amount that

reflects the consideration to which we expect to be entitled to in exchange for those services. Our pricing models

include click and impression based pricing, and percentage of spend based pricing.

Click and impression based pricing model

For campaigns priced on a click or an impression basis, we bill our clients when a user clicks on an

advertisement or an advertisement is displayed to a user. For these pricing models, we recognize revenue when a

user clicks on an advertisement or an advertisement is displayed, as we consider the delivery of clicks or displays

our performance obligation.

Percentage of spend model

Criteo offers an online trading platform through which brands, agencies, retailers, and supplier can buy and sell

digital advertising inventory. Our platform connects sellers and buyers of media inventory in an online marketplace

where suppliers provide advertising inventory to the platform and brands and agencies can submit bid requests on

digital advertising inventory. The total volume of spending between buyers and sellers on the Company's platform

is referred to as working media spend. We charge a fee based on a percentage of working media spend, for the

use of our platform. We recognize revenues when customers buy and sell digital advertising inventory through our

platform.We also generate revenue through providing additional professional services to our customers, such as

billing and administrative services, campaign management, and other transactional services. For performance

obligations satisfied over time, we recognize revenue based on a percentage of completion model measured by

the outputs transferred to the customer.

Principal versus Agent Considerations

When a third-party is involved in the delivery of our services to the client, through the supply of digital advertising

inventory, we assess whether we act as principal or agent in the arrangement based on the degree we control the

specified services before they are transferred to the customer. To determine whether we are acting as a principal

or an agent we assess whether (i) we control the advertising inventory before it is transferred to our clients; (ii) we

bear sole responsibility in fulfillment of the advertising promise and bear inventory risks and (iii) we have full

discretion in establishing prices. If we determine that we control the service before transferring it to the customer,

we conclude we act as principal and accordingly report the revenue earned and related costs incurred on a gross

basis. For all other contracts where we do not control the service before transferring to the end customer, we act

as an agent and accordingly report the revenue net of related costs incurred. The determination of whether we are

acting as principal or agent requires judgment.

In our Performance Media segment, we may act as principal or agent depending on the nature of the contract. In

our Retail Media segment we act primarily as agent in our Retail Media segment

Rebates and Incentives

Criteo offers rebates and incentives to certain customers that could be either fixed or variable. Fixed incentives

may represent payments to a customer directly related to entering into an agreement, which are capitalized and

amortized over the expected life of the agreement on a straight-line basis.

Variable rebates and incentives are calculated based on expected amount to be provided to customers and they

are recognized as a reduction of revenue. We calculate these amounts based upon estimated customer

performance, such as volume thresholds, and the terms of the related business agreements.

Contract Assets and Liabilities

We record contract liabilities when cash payments are received or due in advance of our performance. Our

payment terms vary depending on the service or the type of customer. For certain customers, we require payment

before the services are delivered.. We record contract assets when we do not yet have unconditional rights to

payment. Contract assets and liabilities are presented on a net basis at the contract level.

Practical Expedients

We do not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected

length of one year or less and (ii) contracts for which we recognize revenue at the amount to which we have the

right to invoice for services performed.

We generally expense sales commissions when incurred because the amortization period would have been one

year or less. These costs are recorded within sales and operating expenses.

Our cost of revenue primarily includes traffic acquisition costs and other cost of revenue.

Traffic acquisition costs consist primarily of purchases of impressions from publishers on a CPM basis, incurred

to generate our revenues, primarily for the Performance Media segment. We purchase impressions directly from

publishers or third-party intermediaries, such as advertisement exchanges. We recognize cost of revenue on a

publisher by publisher basis as incurred. Costs owed to publishers but not yet paid are recorded in our

Consolidated Statements of Financial Position as trade payables.

Other Cost of Revenue includes expenses related to depreciation of data center equipment, lease cost of data

centers, cost of data purchased from third parties, digital taxes, and third-party hosting fees. The Company does

not build or operate its own data centers and none of its Research and Development employments are dedicated

to revenue generating activities. As a result, we do not include the costs of such personnel in other costof

revenue.

Operating Expenses

The Company categorizes its operating expenses into three functional categories: research and development,

sales and operations, and general and administrative expenses.

Research and development expenses consist primarily of headcount-related expenses for our employees

working in the engine, platform, site reliability engineering, scalability, infrastructure, engineering program

management, product, analytics and other teams, including salaries, bonuses, share-based compensation and

other personnel related costs. Also included are non-personnel costs such as subcontracting, consulting and

professional fees to third-party development resources, allocated overhead, including internal IT and depreciation

and amortization costs. These expenses are partially offset by the French research tax credit (CIR) that is

conditional upon the level of our expenditures in research and development. The CIR offsets the income tax to be

paid and the remaining portion (if any) can be refunded at the end of a three-fiscal year period. The CIR is

calculated based on the claimed volume of eligible R&D expenditures. It is deducted from "Research and

development expenses" in the Consolidated Statements of Income. As of December 31, 2024,2023, and 2022,

we recorded$7.2 million,$9.5 million, and$14.7 million of CIR tax credits against these expenses.

Sales and operations expenses consist primarily of headcount-related expenses for our employees working in

our sales, account strategy, sales operations, publisher business development, analytics, marketing, technical

solutions, creative services and other teams, including salaries, bonuses, share-based compensation, and other

personnel-related costs. Additional expenses in this category include travel and entertainment, marketing and

promotional events, marketing activities, provisions for doubtful accounts, subcontracting, consulting and

professional fees paid to third parties, allocated overhead, including internal IT costs.

General and administrative expenses consist primarily of headcount-related expenses, including salaries,

bonuses, share-based compensation, pension benefits and other personnel-related costs for our administrative,

legal, information technology, human resources, facilities and finance teams. Additional expenses included in this

category include travel-related expenses, subcontracting and professional fees, audit fees, tax services and legal

fees, as well as insurance and other corporate expenses, along with allocated overhead, including internal IT

costs.

Advertising and Promotional Expenses

Advertising costs are expensed when incurred and are included in marketing and sales expenses on the

consolidated statements of income. We incurred advertising expenses of $1.9 million,$1.7 million, and

$7.6 million for the years ended December 31, 2024,2023, and 2022, respectively.

Share-Based Compensation

Share-based compensation expense consists of the company's restricted stock units (RSUs), and performance

stock units (PSUs) expense and Lock Up Shares "LUS" expense. RSUs and PSUs granted to employees are

measured based on the grant-date fair value. The PSUs expense is updated to reflect the Company’s expectation

of the likelihood of meeting the performance conditions of the granted instrument. In general, our RSUs and PSUs

vest over a service period offour years. LUS were issued to Iponweb seller as partial consideration for the

Iponweb Acquisition. Share-based compensation expense is generally recognized based on the straight-line basis

over the requisite service period. We account for forfeitures as they occur.

Financial and other income (expense) consists of investment gains and losses, foreign currency exchange

differences, and interest income and expenses.

Income Taxes

Income taxes are accounted for under the asset and liability method of accounting. Deferred taxes are recorded

on all temporary differences between the financial reporting and tax bases of assets and liabilities, and on tax

losses, using the liability method. Differences are defined as temporary when they are expected to reverse within

a foreseeable future. We may only recognize deferred tax assets on net operating losses if, based on the

projected taxable incomes within the next three years, we determine that it is probable that future taxable profit

will be available against which the unused tax losses and tax credits can be utilized. As a result, the measurement

of deferred income tax assets is reduced, if necessary, by a valuation allowance for any tax benefits which are not

expected to be realized. If future taxable profits are considerably different from those forecasted that support

recording deferred tax assets, we will have to revise downwards or upwards the amount of deferred tax assets,

which would have an impact on our financial results. Tax assets and liabilities are not discounted. Amounts

recognized in the Consolidated Financial Statements are calculated at the level of each tax entity included in the

consolidation scope. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized

in the period that such tax rate changes are enacted.

The U.S. Research Tax Credit is a U.S. tax credit to incentivize research and development activities in the U.S.

Qualifying R&D expenses generating a tax credit which may be used to offset future taxable income once all net

operating losses and foreign tax credits have been used. It is not refundable and as such, considered in the scope

of ASC 740 as a component of income tax expense. We have exclusively claimed R&D performed in the U.S. for

purposes of the U.S. Research Tax Credit.

Uncertain Tax Positions

We record uncertain tax positions on the basis of a two-step process in which determinations are made (i)

whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the

position and (ii) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the

largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with a tax

authority. We recognize interest and penalties related to unrecognized tax benefits on the income tax expense

line in our consolidated statement of operations. Accrued interest and penalties are included on the related tax

liability line in the consolidated balance sheet.

Earnings Per Share

Basic earnings per share (“EPS”) is calculated by dividing the net income attributable to shareholders of the

Parent by the weighted average number of shares outstanding. The weighted average number of shares

outstanding is calculated according to movements in share capital. In addition, we calculate diluted earnings per

share by dividing the net income attributable to shareholders of the Parent company, Criteo S.A. by the weighted

average number of shares outstanding plus any potentially dilutive shares not yet issued. When the statement of

income presents a loss position, basic net loss is the same as diluted net loss per share as the inclusion of all

potential shares of common stock outstanding would be anti-dilutive.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

In 2024, the Company changed the presentation of value-added tax ("VAT") receivables and payables within

Other taxes in the Consolidated Statement of Financial Position from a gross to a net presentation. VAT

receivables are netted with VAT payables within the same jurisdiction when there is a legal right to offset and the

Company has the intent to settle on a net basis. For the fiscal year ended December 31, 2023, this change

resulted in a reclassificationof $40.4 million between Other Taxes Receivables and Other Taxes Payable. The

reclassification had no impact on net income, comprehensive income, or shareholders’ equity.

Recently Adopted Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) Issued Accounting Standards Update

("ASU") 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures. The ASU

requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided

to the CODM. The adoption of this ASU did not have a material impact on our consolidated financial statements.

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which improves the

transparency of income tax disclosures. The standard requires disaggregated information about a reporting

entity's effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective

for annual periods beginning after December 15, 2024. We do not expect the adoption of this standard to have a

material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—

Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses.

This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

We do not expect the adoption of this standard to have a material impact on our consolidated financial

statements.

Note 2. Business Combinations

Brandcrush

On February 28, 2023, we completed the acquisition of all of the outstanding shares of Brandcrush Pty Ltd.

("Brandcrush"). The purchase price for the acquisition of shares was$7.1 million. The acquisition was financed by

available cash resources. The transaction has been accounted for as a business combination under the acquisition

method of accounting. The purchase price allocation has been completed and resulted in the recognition of intangible

assets related to technology of$3.5 million and goodwill of$5.0 million. In addition, acquisition costs amounting to

$0.7 million were fully expensed as incurred.

Note 3. Restructuring

2024 Restructuring

In April 2024, we implemented several measures to pursue greater efficiency, including planned layoffs to further reduce

our company size by approximately 100 employees ("2024 Restructuring Plan"). Impacted employees in our sales,

technology, and business groups were notified during April 2024 to July 2024. As of December 31, 2024, we have

completed these employee layoffs. The Company incurred restructuring costs of$8.5 million for the year ended December

31, 2024. The following table summarizes those restructuring activities as of December 31, 2024 included in other current

liabilities on the balance sheet:

For the year ended December 31, 2024 $1.9 million was included in Research and Development expenses,$5.0 million

was included in General and Administrative expenses and$1.6 million was included in Sales and Operations expenses.

2023 Restructuring

In February 2023, we announced planned layoffs to reduce our company size by approximately 250 employees across the

Retail Media and Performance Media segments ("2023 Restructuring Plan"). Impacted employees in our sales,

technology, and business groups were notified during February 2023 and March 2023. As of December 31, 2023, we have

completed these employee layoffs. The Company incurred restructuring costs of$23.0 million for the year ended

December 31, 2023. The following table summarizes restructuring activities as of December 31, 2023 included in other

current liabilities on the balance sheet:

For the year ended December 31,2023$3.5 million, was included in Research and Development expenses,$5.6 million,

was included in General and Administrative expenses $13.9 million was included in Sales and Operations expenses.

The restructuring liability for the 2023 Restructuring Plan was fully paid in the year ended December 31, 2024.

Note 4. Segment information

The Company reports segment information based on the management approach. The management approach designates

the internal reporting used by management for making decisions and assessing performance as the source of the

Company's reportable segments. Beginning in the first quarter of 2024, the Company reports its results of operations

through the followingtwo segments: Retail Media and Performance Media.

–Retail Media: This segment allows retailers to generate advertising revenues from consumer brands, and/or to

drive sales for themselves, by monetizing their data and audiences through personalized ads, either on their own

digital property or on the open Internet, that address multiple marketing goals.

–Performance Media: This segment encompasses commerce activation, monetization, and AdTech services

including our media trading marketplace.

The Company's CODM allocates resources to and assesses the performance of each operating segment using

information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus

other costs of revenue The CODM only reviews revenues and corresponding TAC for each segment, and does not

regularly review any other expense nor financial information for ourtwo segments.

The following table shows revenue by reportable segment:

The following table shows TAC by reportable segment:

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s

Consolidated Statements of Operation:

Note 5. Cash, Cash Equivalents, Marketable Securities and Restricted Cash

Fair value measurements

The following tables summarize our assets measured at fair value on a recurring basis and the classification by level of

input within the fair value hierarchy:

Marketable Securities

The following table presents for each reporting period, the breakdown of marketable securities:

The gross unrealized gains or (loss) on our marketable securities were not material as of December 31, 2024 ,2023 and

For our marketable securities, the fair value approximates the carrying amount, given the nature of the term deposit and

the maturity of the expected cash flows.

The following table classifies our marketable securities by contractual maturities:

Restricted Cash

As part of the Iponweb Acquisition in August 2022, the Company had$100.0 million of restricted cash related to an escrow

account held for the potential payment of the Iponweb Acquisition contingent consideration to the Sellers, which was

subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal years. During

the years 2024 and 2023, the Company paid contingent consideration of $54.6 million and$22.0 million, respectively. The

balance of$20.4 million was released from escrow and is classified as Cash and Cash Equivalents in the Consolidated

Statements of Financial Position as of December 31, 2024.

Note 6. Trade Receivables

The following table shows the breakdown in trade receivables net carrying value for the presented periods:

Changes in allowance for doubtful accounts are summarized below:

Accounts receivable balances are written-off once the receivables are no longer deemed collectible.

During the years ended December 31, 2024, 2023 and 2022, the Company recovered$7.6 million,$1.4 million and

$3.2 million, previously reserved for, and accounted for this as a reversal of provision.

Note 7. Other Current and Noncurrent Assets

The following table shows the breakdown inother current assets:

Prepaid expenses mainly consist of costs related to SaaS arrangements and licenses.

Other noncurrent assets for 2024 and 2023 of$61.2 million and$60.7 million are primarily comprised of the

indemnification asset of$50.0 million recorded against certain tax liabilities related to the Iponweb Acquisition.

Note 8. Property and Equipment, Net

Major classes of property and equipment were as follows:

(1)includes leasehold improvements projects which are not yet ready for the intended use.

Depreciation expense for 2024,2023 and 2022 was$41.1 million,$51.4 million and$55.6 million, respectively.

Note 9. Intangible assets

The following table shows the breakdown and changes in carrying value of intangible assets:

Additions to Intangible Assets are comprised of internally developed software technology for the years ended December

31, 2024 and 2023. Impairment expense of$5.7 million has been recognized for the year ended December 31, 2024 in

Research and Development Expense in the Consolidated Statement of Operations. No material impairment expense was

recognized during the years ended December 31, 2023 and 2022.

Amortization expense was $60.0 million,$48.3 million and$33.4 million for the year ended December 31, 2024,2023 and

2022, respectively.

As of December 31, 2024, expected amortization expense for intangible assets for the next five years and thereafter is as

follows:

Note 10. Goodwill

Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows:

On February 28, 2023, we completed the acquisition of Brandcrush resulting in goodwill of$5.0 million. Refer to Note 2 for

further discussion.

In 2024, the Company voluntarily changed its goodwill annual impairment test date from December 31 to October 1, as it

results in better alignment with the Company’s strategic business planning. The voluntary change in accounting principle

related to the annual test date did not delay, accelerate or avoid an impairment charge. Retrospective application of this

accounting change to prior periods is impracticable as the Company is unable to objectively determine, without the use of

hindsight, the significant assumptions and estimates that would be used in those earlier periods. Accordingly, the change

is applied prospectively. We conducted our goodwill and indefinite-lived intangible asset impairment testing as of October

1, 2024 and no impairment has been identified.

Note 11. Financial Liabilities

We are party to several revolving credit facilities with third-party financial institutions. Our revolving credit facilities as of

December 31, 2024 and 2023 are presented in the table below:

The Bank Syndicate Revolving Line of Credit is unsecured and contains customary events of default and covenants,

including compliance with a total net debt to adjusted EBITDA ratio and restrictions on the incurrence of additional

indebtedness. As of year-end December 31, 2024, and 2023, we were in compliance with the required covenants. On

November 17, 2023, we updated certain terms of our syndicated credit facility to a€407 million ($423 million)

sustainability-linked credit facility. Certain terms and conditions of the amended credit facility are now linked to our

sustainability goals to increase the representation of women in tech roles and reduce our GHG emissions, while the rest of

the credit facility agreement remains unchanged.

As of December 31, 2024, and 2023, no amounts have been drawn or are outstanding under the revolving credit facility.

We are also party to short-term credit lines in the form of overdraft facilities with HSBC plc, BNP Paribas and LCL with an

authorization to draw up to a maximum of€21.5 million ($22.3 million) in the aggregate under the short-term credit lines

and overdraft facilities. As of December 31, 2024, and 2023 we had not drawn on any of these facilities. Any loans or

overdrafts under these short-term facilities bear interest based on the one month EURIBOR rate or three month EURIBOR

rate. As these facilities are exclusively overdraft facilities, there is no maturity and our banks have the ability to terminate

such facilities on short notice.

The Company also holds derivative financial instruments in order to manage and reduce exposure to the risk of exchange

rate fluctuations. The following table shows the maturity of our financial liabilities:

Note 12. Leases

The Company has entered into operating lease agreements primarily for data centers and offices throughout the world with

lease periods expiring between 2025 and 2036. The components of lease expense are as follows:

As of December 31, 2024, we had future minimum lease payments as follows:

The weighted average remaining lease term and discount rates as of December 31, 2024 and 2023 are as follows:

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2024,2023

and 2022:

As of December 31, 2024, we have additional operating leases, that have not yet commenced which will result in additional

operating lease liabilities and right of use assets:

These operating leases will commence during the fiscal year ending December 31,2025.

Note 13. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:

Other noncurrent liabilities are presented in the following table:

Earn out liability

As part of the Iponweb Acquisition, the Sellers were entitled to contingent consideration of a maximum of$100.0 million,

which was subject to the achievement of certain revenue targets by the Iponweb business for the 2022 and 2023 fiscal

years. The earn out liability was fully settled during the year 2024.

Note 14. Employee Benefits

Defined Benefit Postretirement Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on

retirement, equal to up to twelve months of their salary based on term of employment.

The following table summarizes the changes in theaccumulated postretirement benefit obligation:

The Company does not hold any plan assets for any of theperiods presented.

The main assumptions used for the purposes of the actuarial valuations are listed below:

Defined Contribution Plans

The total expense represents contributions payable to these plans by us at specified rates.

In some countries, the Company’s employees are eligible for defined contribution post-retirement plans and similar

financial benefits. Under defined contribution plans, the Company has no obligation other than to pay the agreed

contributions, with the corresponding expense charged to income for the year. The defined contribution plans primarily

related to France, the U.S., for 401(k) plans, and the United Kingdom.

Note 15. Common shares and Treasury stock

Change in Number of Shares

(1) Adopted by the Board of Directors on December 7, 2023

(2) Adopted by the Board of Directors on April 25, 2024 and December 5, 2024

Note 16. Share-Based Compensation

Equity awards Compensation Expense

Equity awards compensation expense recorded in the consolidated statements of operations was asfollows:

For the periods ended December 31, 2024 and 2023, the Company recognized$102.6 million and$97.2 million,

respectively, of equity awards compensation expense, which consisted of share-based compensation expense, net of$4.0

million capitalized stock-based compensation relating to internally developed software in 2024.

The breakdown of the equity award compensation expense by instrument type was as follows:

Share Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s

continued service through the vesting date and expire no later than 10 years from the date of grant.

The aggregate intrinsic value represents the difference between the exercise price of theoptions and the fair market value

of common stock on the date of exercise. The aggregate intrinsic value of the share options exercised was $0.8 million,

$0.2 million and$0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. No new stock options

were granted in the year ending December 31, 2024 and December 31, 2023. As of December 31, 2024, there wasno

remaining unrecognized stock-based compensation related to unvested stock options.

Lock-up shares

On August 1, 2022,2,960,243 treasury shares were transferred to the Iponweb Founder (referred to as Lock-up Shares or

"LUS"), as partial consideration for the Iponweb Acquisition. These shares were subject to a lock-up period that expired in

three installments on each of the first three anniversaries of the Iponweb Acquisition, unless the vesting schedule changed

or the Iponweb Founder's employment agreement was terminated under certain circumstances during the duration of the

lock-up period. These shares were considered as share-based compensation under ASC 718 and were accounted over the

three-year lock-up period. The share based compensation expense is included in Research and Development expenses on

the Consolidated Statement of Income.

The shares were valued based on the Nasdaq weighted average share price. In 2024, the Iponweb Founder's employment

agreement was terminated, resulting in the early expiration of thethree years lock-up period.

Total compensation expense in 2024 of$34.0 million was recognized in Research and Development expense in the

Consolidated Statement of Income. This includes an additional share-based compensation expense of$13.3 million due to

the repurchase of 640,000 shares in the third quarter ended September 30, 2024, for approximately$30.0 million, as part

of our share buy-back program. As of December 31, 2024, the Company had no unrecognized stock-based compensation

relating to the lock-up shares.

Restricted Stock Units and Performance Stock Units

During the year ended December 31, 2024, the Company granted new equity under our current equity compensation

plans, which was comprised of restricted stock units (“RSU”), and performance-based RSU awards consisting of total

shareholder return (“TSR”) and performance vesting conditions (“PSU”) to the Company’s senior executives.

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service and/or certain performance

conditions through the vesting date. The grant date fair value is determined by the Company Nasdaq share price the day

prior to the grant.

The RSUs are subject to a vesting period offour years, over which the expense is recognized on a straight-line basis. A

total of 1,613,008 shares have been granted under this plan in the year 2024, with a weighted-average grant-date fair value

of$41.88.

As of December 31, 2024, the Company had unrecognized stock-based compensation relating to restricted stock of

approximately$77.9 million, which is expected to be recognized over a weighted-average period of 3.2 years.

Performance Stock Units

Performance stock units are subject to either a performance condition or a market condition.

Awards that are subject to a performance condition, are earned based on internal financial performance metrics measured

by Contribution ex-TAC.

A total of 568,081 shares have been granted at target undertwo plans with a vesting period ofthree years. The target

shares are subject to a range of vesting from 0% to 200% based on the performance of internal financial metrics, for a

maximum number of shares of 1,136,162. The grant-date fair value is determined based on the fair-value of the shares at

the grant date. The weighted average grant-date fair value of those plansis $33.07 per share for a total fair value of

approximately$18.8 million, to be expensed on a straight-line basis over the respective vesting period. The number of

shares granted, vesting and outstanding subject to performance conditions is as follows:

As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units

ofapproximately$11.3 million, which is expected to be recognized over a weighted-average period of 2.9 years.

Awards that are subject to a market condition are earned based on the Company’s total shareholder return relative to the

Nasdaq Composite Index, and certain other vesting conditions. A total of 268,226 shares have been granted at target under

this plan, to be earned intwo equal tranches over a term oftwo andthree years, respectively. The target shares are subject

to a range of vesting from 0% to 200% for each tranche based on the TSR, for a maximum number of shares of 536,452.

The grant-date fair value is approximately$13.8 million, to be expensed on a straight-line basis over the respective vesting

period.

The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

The number of shares granted, vested and outstanding subject to market conditions is asfollows:

As of December 31, 2024, the Company had unrecognized stock-based compensation related to performance stock units

based of market conditions of$8.7 million, which is expected to be recognized over a period from January 1,2025 to

March 1, 2027.

Nonemployee warrants

Nonemployee warrants generally vest over four years, subject to the holder’s continued service through the vesting date.

The aggregate intrinsic value represents the difference between theexercise price of the nonemployee warrants and the

fair market value of common stock on the date of exercise. The aggregate intrinsic value of nonemployee warrants

exercisedwas $1.6 million,$0.3 million and$0.6 million for the years ended December 31, 2024, 2023 and 2022,

respectively. During the period ended December 31, 2024, the weighted-average exercise price of nonemployee warrants

is $28.53.

No new stock nonemployee warrants were granted in the year ending December 31, 2024 and December 31, 2023. As of

December 31, 2024, all instruments have fully vested.

Note 17. Financial and Other Income (Expense)

The Consolidated Statements of Income line item “Financial and Other income (expense)” can be broken down as follows:

The$3.1 million fina ncial and other income for the period ended December 31, 2024 was mainly driven by interests

income offset by the recognition of a negative impact of foreign exchange, including end of year non-cash marked to

market, the accretion of earn-out liability related to the Iponweb acquisition and the financial expense relating to our

€407 million available Revolving Credit Facility ("RCF").

The$(2.5) million financial and other expense for the period ended December 31, 2023 was mainly driven by proceeds

from disposal of non consolidated investments fully offset by the recognition of a negative impact of foreign exchange,

including end of year non-cash marked to market, the accretion of earn-out liability related to Iponweb acquisition and

financial expense relating to our€407 million available RCF.

The$17.8 million financial and other income for the period ended December 31,2022 was mainly driven by the positive

impact of foreign exchange derivatives entered-into to secure the cash consideration of the Iponweb acquisition. This was

partially offset by the$4.7 million accretion of earn-out liability related to Iponweb acquisition. Other impacts come from

the foreign exchange reevaluations net of related hedging of our operations, income from cash and cash equivalent, and

the financial expense relating to our€407 million available RCF up-front fees amortization and non-utilization costs.

Note 18. Income Taxes

Breakdown of Income Taxes

The Consolidated Statements of Income line item “Provision for income taxes” can be broken down asfollows:

Income before taxes included income (loss) from France of$65.4 million,$38.3 million and$(4.2) million for the periods

ended 2024,2023 and 2022 respectively. Income before taxes from countries outside of France totaled$89.1 million,$36.4

million and$46.2 million for the periods ended December 31,2024,2023 and 2022, respectively.

Reconciliation between the Effective and Nominal Tax Expense

The following table shows the reconciliation between the effective and nominal tax expense at the nominal standard French

rate of 25.8% (excluding additional contributions):

Increases and decreases in tax expense are presented applying the theoretical group tax rate to the concerned tax bases.

The impact resulting from the differences between local tax rates and the group theoretical rate is shown in the “effect of

different tax rates.”

(1) French CVAE "cotisation sur la valeur ajoutée des entreprises" - is the business value add contribution tax in France

(2) Income eligible to reduced taxation rate refers to the application of a reduced income tax rate on the majority of the technology royalties income

Deferred Tax Assets and Liabilities

The following table shows the changes in the major sources of deferred tax assets and liabilities:

deferred income taxes amounted to$27.6 million,$29.8 million and$31.1 million, which related mainly to Criteo Corp.

($5.9 million,$5.7 million and$5.7 million, respectively), Criteo Brazil ($— million,$2.7 million and$3.3 million,

respectively), Criteo Ltd ($9.3 million,$10.7 million and$8.1 million, respectively), Criteo Singapore ($— million,

$1.2 million and$1.5 million, respectively), Criteo Australia Pty ($2.9 million,$2.9 million and$2.6 million, respectively)

and Criteo France ($8.7 million,$5.0 million and$6.5 million, respectively).

The Company mainly has net operating loss carryforwards in the U.S. for$26.3 million in various states, which begin to

expire in 2031 and net operating loss carryforwards in the United Kingdom for$35.4 million, which have no expiration date.

The company has$5.9 million of state R&D tax credits which can be carry-forward indefinitely.

Utilization of our net operating loss and tax credit carryforwards in the US may be subject to annual limitations due to the

ownership change limitations provided by the IRS Code 382 and similar state provisions. Such annual limitations could

result in the expiration of the net operating loss and tax credit carryforwards before their utilization.

As of December 31, 2024, we have not provided deferred taxes on unremitted earnings related to foreign subsidiaries. We

intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to

such amounts.

Ongoing tax audits

As amultinational corporation, we are subject to regular review and audit by French, U.S. federal and state, and other

foreign tax authorities. Significant uncertainties exist with respect to the amount of our tax liabilities, including those arising

from potential challenges with certain positions we have taken. Any unfavorable outcome of such a review or audit could

have an adverse impact on our tax rate.

Uncertain Tax Positions

The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended

December 31, 2024,2023 and 2022:

The total amount of gross unrecognized tax benefits, including related interest and penalties, was$18.0 million as of

December 31, 2024. All of the unrecognized tax benefits are considered noncurrent.

The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any

uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that

time. We believe that our estimate has adequately provided for these matters. However, our future results may include

adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate.

Pillar Two

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules

defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with

consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation

to adopt a minimum effective tax rate. As of December 31, 2024, the adoption of Pillar Two resulted in an impact of

$3.0 million recognized in Provision for income taxes within the Consolidated Statement of Operations. The Company will

continue to assess the ongoing impact of Pillar Two as additional guidance becomes available.

Note 19. Earnings Per Share

Basic Earnings Per Share

We calculate basic earnings per share by dividing the net income for the period attributable to shareholders of the Parent

by the weighted average number of shares outstanding.

Diluted Earnings Per Share

We calculate diluted earnings per share by dividing the net income attributable to shareholders of the Parent by the

weighted average number of shares outstanding plus any potentially dilutive shares not yet issued from share-based

compensation plans (see Note 15). There were no other potentially dilutive instruments outstanding as of December 31,

2024,2023 and 2022. Consequently all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e., share option, share warrant, or restricted

share award) is assessed as potentially dilutive, if it is “in the money” (i.e., the exercise or settlement price is inferior to the

average market price).

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could

potentially dilute EPS in the future are as follows:

Note 20. Commitments and contingencies

Contractual Commitments

We have$76.8 million of non-cancelable contractual commitments as of December 31, 2024, which are primarily related to

software licenses, maintenance and bandwidth for our servers.

The following is a schedule, by years, of non-cancelable contractual commitments as of December 31, 2024 :

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of

our business. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually

or taken together have a material adverse effect on our business, results of operations, financial condition or cash flows.

Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs,

diversion of management resources and other factors.

The amount of the provisions represents management’s latest estimate of the expected impact.

Legal and Regulatory Matters

Following a complaint from Privacy International against a number of advertising technology companies with certain data

protection authorities, including in France, France's Commission Nationale de l'Informatique et des Libertés (the "CNIL")

opened a formal investigation in January 2020 against Criteo. In June 2023, the CNIL issued its decision, which retained

alleged European Union's General Data Protection Regulation ("GDPR") violations but reduced the financial sanction

against Criteo from the original amount of€60 million ($64.2 million) to€40 million ($43.3 million). Criteo issued the

required sanction payment during the third quarter of 2023. The decision relates to past matters and does not include any

obligation for Criteo to change its current practices. Criteo has appealed this decision before the French Council of State

(Conseil d’Etat).

We are party to a claim (Doe v. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California),

alleging violations of various state and federal laws. We intend to vigorously defend our position, but we are unable to

predict the potential outcome at this time.

Non income tax risks

We have recorded a$31.9 million provision related to certain non income tax items accounted for under ASC 450

Contingencies. These risks were identified and recognized as part of the Iponweb Acquisition in 2022. We have recorded

an indemnification asset in the full amount of the provision as the Company is indemnified against certain tax liabilities

under the purchase agreement for the Iponweb Acquisition. The indemnification asset is recorded as part of "Other

noncurrent assets" on the consolidated statement of financial position.

Note 21. Disaggregation of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the years ended December 31,

2024,2023 and 2022:

The Company operates inthree geographical markets:

•Americas: North and South America;

•Europe, Middle-East and Africa; and

•Asia-Pacific.

The following table discloses our consolidated revenue for each geographical area for each of the reported periods.

Revenue by geographical area is based mainly on the location of advertisers’ campaigns.

Revenue generated in other significant countries where we operate is presented in the following table:

For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are

presented in the table below. The geographical information results from the locations of legal entities.

Note 22. Subsequent Events

Appointment of Chief Executive Officer

Michael Komasinski was appointed as the Company's Chief Executive Officer and a member of the Board of Directors

effective February 15, 2025. Komasinski will succeed Megan Clarken who, as previously announced, is retiring and will be

stepping down from her role as CEO and from the Board. Clarken will continue to serve in a senior advisory role during a

transitional period.

Share Repurchase Program extension

On January 31, 2025, the Board of Directors authorized an increase of the previously authorized share repurchase

program from upto $630.0 million to up to$805.0 million of the Company’s outstanding American Depositary Shares. The

Company intends to use repurchased shares to satisfy employee equity plan vesting in lieu of issuing new shares, and

potentially in connection with M&A transactions.