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Criteo S.A.

For the period ended Jun 30, 2025. Filed Jul 31, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Jul 31, 2025

CRTO$15.42+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-02.

0001576427-25-000072

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-07-31.

0001576427-25-000108

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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.

Compared 94 previous paragraphs and 115 current paragraphs.

55 unchanged; 35 reworded; 18 added; 4 removed; 0 previous and 7 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 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 (18)

Current report

Net income for the three months ended June 30, 2025 decreased by (18)% to $22.9 million, primarily driven by growth investments and the amortization of intangible assets.

Current report

Cash flows used for operating activities was $(1.4) million for the three months ended June 30, 2025, compared to $17.2 million in the same period in the prior year. This decrease reflects reduced trade payables and higher income tax payments related to 2024 income.

Current report

Revenue for the three months ended June 30, 2025 increased 2%, or flat on a constant currency basis, to $472.7 million compared to the three months ended June 30, 2024, mainly driven by Retail Media growth.

Current report

Performance Media revenue increased 1%, or decreased (1)% on a constant currency basis, to 411.8 million for the three months ended June 30, 2025, driven by continued strength in travel, partially offset by soft retail trends, in particular related to fashion, growth for our Commerce Grid Supply Side Platform (SSP) and lower spend in our media trading marketplace.

Current report

Our revenue in the Asia-Pacific region increased 6%, or 7% on a constant currency basis, to $191.3 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, reflecting solid Travel and Marketplace trends.

Current report

Traffic acquisition costs in Retail Media decreased by (1)%, or remained flat at constant currency, compared to the three months ended June 30, 2024.

Current report

The decrease of $(0.7) million, or (2)% in other cost of revenue for the three months ended June 30, 2025 was mainly driven by a decrease in depreciation of servers.

Current report

Traffic acquisition costs in Retail Media remained flat as reported, and at constant currency, compared to the six months ended June 30, 2024.

Current report

Contribution ex-TAC increased $35.5 million, or 7% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Current report

Research and development expenses for the six months ended June 30, 2025, increased $13.9 million or 11% compared to the six months ended June 30, 2024. This increase was mainly due to higher amortization expense related to the accelerated amortization of internally developed intangible assets, developed in response to third-party cookie deprecation. Additionally the increase was driven by higher headcount related costs due to one-time planned company-wide event, partially offset by lower share-based compensation related to the Iponweb acquisition.

Current report

Sales and operations expenses for the three months ended June 30, 2025 increased $13.1 million or 14% compared to the three months ended June 30, 2024. This increase was mainly related to headcount related costs due to one-time planned company-wide event and third-party services.

Current report

Sales and operations expenses for the six months ended June 30, 2025 increased $9.2 million or 5% compared to the six months ended June 30, 2024. This increase was mainly related to headcount related costs due to one-time planned company-wide event, marketing costs, and third-party services.

Current report

General and administrative expenses for the three months ended June 30, 2025, decreased $(1.0) million or (2)%, compared to the three months ended June 30, 2024. This decrease was mainly related to a decrease in third-party services partially offset by increased head count related costs due to one-time planned company-wide event.

Current report

Financial and Other Income (Expenses) for the three months ended June 30, 2025, increased by $1.5 million or 534% compared to the three months ended June 30, 2024. This increase was due to an increase in foreign exchange losses partially offset by less interest income.

Current report

Provision for income tax expense for the three months ended June 30, 2025, decreased $(2.9) million or (33)% compared to the three months ended June 30, 2024. The decrease was driven by less income from operations and a lower effective tax rate.

Current report

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

Current report

(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

Current report

Net income decreased $(5.1) million, or (18)%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, and adjusted EBITDA decreased $(4.1) million, or (4)%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease in net income and adjusted EBITDA was primarily due to an increase in operating expenses mainly related to headcount related costs due to one-time planned company-wide event.
Removed paragraphs (4)

Previous report

Net income for the three months ended March 31, 2025 increased by 367% to $40.0 million, primarily due to an increase in gross profit and a decrease in operating expenses.

Previous report

Cash flow from operating activities was $62.3 million for the three months ended March 31, 2025, compared to $14.0 million in the same period in the prior year, as a result of the positive trends in our income from operations.

Previous report

Traffic acquisition costs in Retail Media increased by 1%, or 1% at constant currency, compared to the three months ended March 31, 2024.

Previous report

Sales and operations expenses for the three months ended March 31, 2025 decreased $(4.0) million or (4)% compared to the three months ended March 31, 2024. This decrease was mainly related to a decrease in headcount-related costs and a decrease in bad debt expense.
Reworded paragraphs (35)

Previous wording

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, certain acquisition costs and a loss contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

Current wording

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

Previous wording

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to 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. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.

Current wording

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach consumers throughout their shopping journey. Our vision is to deliver full-funnel, cross-channel, self-service advertising that performs.

Previous wording

For the three months ended March 31, 2025, revenue increased by 0.3% to $451.4 million, compared to the same period in the prior year, primarily driven by growth in Retail Media, partially offset by a decrease in Performance Media. At constant currency, revenue increased by 3%.

Current wording

For the three months ended June 30, 2025, revenue increased by 2% to $482.7 million, compared to the same period in the prior year, driven by growth in Retail Media and Performance Media. At constant currency, revenue increased by 0.3%.

Previous wording

Gross profit for the three months ended March 31, 2025 increased by 9% to $237.0 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs and other costs of revenue.

Current wording

Gross profit for the three months ended June 30, 2025 increased by 11% to $258.5 million, compared to the same period in the prior year, mainly due to lower traffic acquisition costs.

Previous wording

Contribution ex-TAC for the three months ended March 31, 2025 increased by 4% to $264.4 million, compared to the same period in the prior year, primarily driven by growth in Retail Media. At constant currency, Contribution ex-TAC increased by 7%.

Current wording

Contribution ex-TAC for the three months ended June 30, 2025 increased by 9% to $292.1 million, compared to the same period in the prior year, driven by growth in Retail Media and in Performance Media. At constant currency, Contribution ex-TAC increased by 7%.

Previous wording

Adjusted EBITDA for the three months ended March 31, 2025 increased by 30% to $92.1 million, compared to the same period in the prior year, primarily due to higher Contribution ex-TAC and a decrease in operating expenses.

Current wording

Adjusted EBITDA for the three months ended June 30, 2025 decreased by (4)% to $89.4 million, compared to the same period in the prior year, primarily due to planned growth investments.

Previous wording

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our subsequent quarterly reports on Form 10-Q.

Current wording

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our subsequent quarterly reports on Form 10-Q. As previously disclosed in the first quarter, our largest customer notified us that they will curtail the scope of future services commencing November 1, 2025. For the year ended December 31, 2024, this customer accounted for 4.6% of our total revenue.

Previous wording

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new clients. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Current wording

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new clients. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, cutting-edge AI, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Previous wording

In the three months ended March 31, 2025, 93% of revenue came from existing clients while 7% came from new client additions.

Current wording

In the three months ended June 30, 2025, 91% of revenue came from existing clients while 9% came from new client additions.

Previous wording

Retail Media revenue increased 17%, or 18% on a constant currency basis, to $59.5 million for the three months ended March 31, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and retailers to the platform.

Current wording

Retail Media revenue increased 11%, or 11% on a constant currency basis, to $60.9 million for the three months ended June 30, 2025, driven by continued expansion in Retail Media onsite, in particular in the U.S. market, with more brands and retailers joining the platform.

Previous wording

Revenue for the three months ended March 31, 2025 increased 0.3%, or 3% on a constant currency basis, to $451.4 million compared to the three months ended March 31, 2024, reflecting growth in Retail Media.

Current wording

Revenue for the six months ended June 30, 2025 increased 1%, or 1% on a constant currency basis, to $934.7 million compared to the six months ended June 30, 2024, reflecting growth in Retail Media.

Previous wording

Performance Media revenue decreased (2)%, or increased 0.7% on a constant currency basis, to $391.9 million for the three months ended March 31, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

Current wording

Performance Media revenue remained flat as reported, and on a constant currency basis, to $813.9 million for the six months ended June 30, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

Previous wording

Additionally, our $451.4 million of revenue for the three months ended March 31, 2025 was negatively impacted by $10.6 million of currency fluctuations, particularly as a result of the depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Current wording

Additionally, our $934.1 million of revenue for the six months ended June 30, 2025 was negatively impacted by $0.6 million of currency fluctuations, particularly as a result of the slight depreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Previous wording

Our revenue in EMEA increased 1%, or 4% on a constant currency basis, to $164.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Current wording

Our revenue in EMEA increased 10%, or 5% on a constant currency basis, to $176.3 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Previous wording

Our revenue in the Asia-Pacific region increased 5%, or increased 10% on a constant currency basis, to $93.7 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, reflecting solid Travel and Retail trends, partially offset by soft trends in Classified in the region.

Current wording

Our revenue in the Asia-Pacific region increased 7%, or increased 3% on a constant currency basis, to $93.6 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, reflecting solid Travel and Classified trends in the region.

Previous wording

Our revenue in the Americas region decreased (3)%, or (2)% on a constant currency basis, to $192.9 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. This primarily reflects continued soft retail trends, partially offset by strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Current wording

Our revenue in the Americas region decreased (4)%, or (3)% on a constant currency basis, to $398.0 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. This primarily reflects continued soft retail trends, partially offset by strong performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Previous wording

Traffic acquisition costs in Performance Media decreased by (5)%, or (2)% at constant currency, compared to the three months ended March 31, 2024. This was driven by a (21)% decrease (or (20)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 20% increase in the number of impressions we purchased.

Current wording

Traffic acquisition costs in Performance Media decreased by (7)%, or (9)% at constant currency, compared to the three months ended June 30, 2024. This was driven by a (15)% decrease (or (16)% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 9% increase in the number of impressions we purchased.

Previous wording

Cost of revenue for the three months ended March 31, 2025 decreased $(18.4) million, or (8)%, compared to the three months ended March 31, 2024. This decrease was the result of a decrease of $(9.1) million, or (5)% (or 2% on a constant currency basis) in traffic acquisition costs driven by a lower average price partially offset by an increase in volume, and a decrease of $(9.3) million, or (25)% in other cost of revenue.

Current wording

Total cost of revenue for the six months ended June 30, 2025 decreased $(32.7) million, or (7)%, compared to the six months ended June 30, 2024. This decrease was the result of a decrease of $(22.7) million, or (6)% (or (6)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume, and a decrease of $(10.0) million, or (14)% in other cost of revenue.

Previous wording

The decrease in other cost of revenue was mainly driven by a decrease in depreciation of servers and lower lease expense of data centers, as we transition to a more efficient footprint.

Current wording

The decrease of $(10.0) million or, (14)% in other cost of revenue for the six months ended June 30, 2025 was mainly driven by a decrease in depreciation of servers and lower lease expense of data centers, as we transition to a more efficient footprint.

Previous wording

Contribution ex-TAC increased $10.5 million, or 4% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in Contribution ex-TAC was mainly driven by growth in Retail Media.

Current wording

Contribution ex-TAC increased $25.0 million, or 9% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Previous wording

Research and development expenses for the three months ended March 31, 2025, decreased $(6.1) million or (9)% compared to the three months ended March 31, 2024. This decrease was mainly due to the share-based compensation related to the Iponweb acquisition in 2024, and lower headcount related costs, partially offset by higher amortization expense of our intangibles.

Current wording

Research and development expenses for the three months ended June 30, 2025, increased $20.0 million or 33% compared to the three months ended June 30, 2024. This increase was mainly due to higher amortization expense related to the accelerated amortization of internally developed intangible assets developed in response to third-party cookie deprecation. Additionally the increase was driven by higher headcount related costs due to one-time planned company-wide event, partially offset by lower share-based compensation related to the Iponweb acquisition.

Previous wording

General and administrative expenses for the three months ended March 31, 2025, decreased $(8.0) million or (17)%, compared to the three months ended March 31, 2024. This decrease was mainly related to a decrease in headcount-related costs and the change in the earn-out fair value related to the Iponweb acquisition in 2024.

Current wording

General and administrative expenses for the six months ended June 30, 2025, decreased $(9.0) million or (10)%, compared to the six months ended June 30, 2024. This decrease was mainly related to the change in the earn-out fair value related to the Iponweb acquisition in 2024 and a decrease in third party services.

Previous wording

Financial and Other Income for the three months ended March 31, 2025, increased by $1.1 million or 95% compared to the three months ended March 31, 2024. This increase was due to the accretion in 2024 of the earn-out liability related to the Iponweb acquisition, partially offset by a decrease in interest income.

Current wording

Financial and Other Income for the six months ended June 30, 2025, decreased by $(0.4) million or (44)% compared to the six months ended June 30, 2024. This decrease was due to the accretion in 2024 of the earn-out liability related to the Iponweb acquisition, partially offset by a decrease in interest income.

Previous wording

Provision for income tax expense for the three months ended March 31, 2025, increased $7.5 million or 252% compared to the three months ended March 31, 2024. The increase was driven by higher income from operations.

Current wording

Provision for income tax expense for the six months ended June 30, 2025, increased $4.6 million or 40% compared to the six months ended June 30, 2024. The increase was driven by higher income from operations.

Previous wording

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. In particular, we believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring, integration and transformation costs, and certain acquisition costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.

Current wording

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.

Previous wording

Net income increased increased $31.4 million, or 367%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, and adjusted EBITDA increased $21.5 million, or 30%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase in Net Income and Adjusted EBITDA was primarily due to higher Contribution ex-TAC and a decrease in operating expenses.

Current wording

Net income increased $26.3 million, or 72%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, and adjusted EBITDA increased $17.4 million, or 11%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in net income and adjusted EBITDA was primarily due to higher gross profit.

Previous wording

Our cash and cash equivalents, and restricted cash at March 31, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $285.9 million as of March 31, 2025. The $(4.8) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(54.8) million in cash used for financing activities, a decrease of $(17.5) million in cash used for investing activities, partially offset by an increase of $62.3 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Current wording

Our cash and cash equivalents, and restricted cash at June 30, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $206.0 million as of June 30, 2025. The $(84.9) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(103.1) million in cash used for financing activities, a decrease of $(41.7) million in cash used for investing activities, partially offset by an increase of $60.9 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Previous wording

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($440.2 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of March 31, 2025, provides total liquidity above $810.2 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Current wording

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($477.0 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of June 30, 2025, provides total liquidity above $745.7 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Previous wording

In December 2022, we completed a $136.0 million share repurchase program. In 2023, we completed an additional $125.0 million share repurchase, and in 2024, we completed an additional $224.6 million share repurchase. For the three months ended March 31, 2025, we have repurchased $56.2 million of shares.

Current wording

For the six months ended June 30, 2025, we have repurchased $104.5 million of shares. In 2024, we completed an additional $224.6 million share repurchase, and in 2023, we completed $125.0 million share repurchase.

Previous wording

For the three months ended March 31, 2025 and 2024, our net capital expenditures were $(17.1) million and $(13.2) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly below, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

Current wording

For the six months ended June 30, 2025 and 2024, our net capital expenditures were $(52.0) million and $(34.3) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly above, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

Previous wording

The following table sets forth our cash flows for the three month period ended March 31, 2025 and March 31, 2024:

Current wording

The following table sets forth our cash flows for the six months ended June 30, 2025 and June 30, 2024:

Previous wording

For the three months ended March 31, 2025, net cash provided by operating activities mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $23.6 million, and equity awards compensation expense of $17.1 million, partially offset by $(20.3) million of changes in working capital. The increase in cash flows from operating activities during the three months ended March 31, 2025, compared to the same period in 2024, was mainly due to higher net income, and improved working capital.

Current wording

For the six months ended June 30, 2025, net cash provided by operating activities was $60.9 million, mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $60.5 million, and equity awards compensation expense of $37.2 million, partially offset by $(72.9) million of changes in working capital. The increase in cash flows from operating activities during the six months ended June 30, 2025, compared to the same period in 2024, was mainly due to higher net income and improved working capital partially offset by income taxes paid.

Previous wording

For the three months ended March 31, 2025, net cash used for investing activities was $(17.5) million, primarily driven by capitalized software development costs.

Current wording

For the six months ended June 30, 2025, net cash used for investing activities was $(41.7) million, primarily driven by capitalized software development costs and the acquisition of data center and server equipment.

Previous wording

Cash used for investing activities increased during the three months ended March 31, 2025, compared to the same period in 2024, due to higher software development costs.

Current wording

Cash used for investing activities increased during the six months ended June 30, 2025, compared to the same period in 2024, due to higher software development costs.

Previous wording

For the three months ended March 31, 2025, net cash used for financing activities was $(54.8) million, due to the repurchasing of shares of $(56.2) million. The decrease in cash used for financing activities during the three months ended March 31, 2025, compared to the same period in 2024, was mostly due to a decrease in the amount of shares repurchased.

Current wording

For the six months ended June 30, 2025, net cash used for financing activities was $(103.1) million, due to the repurchasing of shares of $(104.5) million. The increase in cash used for financing activities during the six months ended June 30, 2025, compared to the same period in 2024, was mostly due to an increase in the amount of shares repurchased.
Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Additionally, our $482.7 million of revenue for the three months ended June 30, 2025 was positively impacted by $(9.9) millionof currency fluctuations, particularly as a result of the appreciation of the Euro, the Japanese Yen, offset by the Brazilian Real, compared to the U.S. dollar.

Current report — wording carried from elsewhere

In the six months ended June 30, 2025, 92% of revenue came from existing clients while 8% came from new client additions.

Current report — wording carried from elsewhere

Retail Media revenue increased 14%, or 14% on a constant currency basis, to $120.8 million for the six months ended June 30, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market.

Current report — wording carried from elsewhere

Our revenue in the Americas region decreased (6)%, or (4)% on a constant currency basis, to $202.9 million for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. This primarily reflects continued soft retail trends, partially offset by Retail Media expansion as the platform continues to scale with large retailers and consumer brands.

Current report — wording carried from elsewhere

Our revenue in EMEA increased 6%, or 4% on a constant currency basis, to $345.5 million for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Current report — wording carried from elsewhere

Total cost of revenue for the three months ended June 30, 2025 decreased $(14.3) million, or (6)%, compared to the three months ended June 30, 2024. This decrease was the result of a decrease of $(13.6) million, or (7)% (or (9)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume.

Current report — wording carried from elsewhere

Traffic acquisition costs in Performance Media decreased by (6)%, or (6)% at constant currency, compared to the six months ended June 30, 2024. This was driven by a (18)% decrease (or (18)% at constant currency) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 15% increase in the number of impressions we purchased.