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Criteo S.A.

For the period ended Sep 30, 2025. Filed Oct 29, 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.

Sep 30, 2025 · Filed Oct 29, 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 2025-06-30; filed 2025-07-31.

0001576427-25-000108

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-10-29.

0001576427-25-000116

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 115 previous paragraphs and 116 current paragraphs.

62 unchanged; 48 reworded; 6 added; 4 removed; 1 previous and 0 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 (6)

Current report

Traffic acquisition costs in Retail Media decreased by (12)%, or (20)% at constant currency, compared to the nine months ended September 30, 2024.

Current report

Research and development expenses for the three months ended September 30, 2025, decreased $(17.6) million or (21)% compared to the three months ended September 30, 2024. This decrease was mainly due to lower share-based compensation related to the Iponweb acquisition and lower headcount related costs.

Current report

Sales and operations expenses for the three months ended September 30, 2025 decreased $(3.8) million or (4)% compared to the three months ended September 30, 2024. This decrease was mainly related to lower share-based compensation expense.

Current report

General and administrative expenses for the three months ended September 30, 2025, increased $4.0 million or 9%, compared to the three months ended September 30, 2024. This increase was mainly related to higher provision for risk and charges.

Current report

Financial and Other Income (Expense) for the three months ended September 30, 2025, was flat year-over-year compared to the three months ended September 30, 2024.

Current report

(3) During the third quarter of 2025, the Company agreed to settle with the plaintiffs a legal matter for $7.0 million, subject to court approval, with one of the co-defendants agreeing to indemnify the Company for $5.5 million. Based on these agreements, the Company recorded a net probable loss of $1.5 million as of September 30, 2025.
Removed paragraphs (4)

Previous report

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

Previous 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.

Previous 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.

Previous 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.
Reworded paragraphs (48)

Previous 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%.

Current wording

For the three months ended September 30, 2025, revenue increased by 2% to $469.7 million, compared to the same period in the prior year, driven by growthin Retail Media and Performance Media. At constant currency, revenue remained flat.

Previous 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.

Current wording

Gross profit for the three months ended September 30, 2025 increased by 11% to $256.5 million, compared to the same period in the prior year, due to lower traffic acquisition costs and higher revenue in Retail Media and in Performance Media.

Previous 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%.

Current wording

Contribution ex-TAC for the three months ended September 30, 2025 increased by 8% to $288.1 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 6%.

Previous wording

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 wording

Net income for the three months ended September 30, 2025 increased by 552% to $40.1 million, primarily driven by higher gross profit and lower operating expenses.

Previous 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.

Current wording

Adjusted EBITDA for the three months ended September 30, 2025 increased by 28% to $105.1 million, compared to the same period in the prior year, primarily due to higher gross profit.

Previous wording

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 wording

Cash flows from operating activities was $89.6 million for the three months ended September 30, 2025, compared to $57.5 million in the same period in the prior year. This increase primarily reflects higher net income compared to the same period in the prior year.

Previous wording

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 wording

Revenue for the three months ended September 30, 2025 increased 2%, or flat on a constant currency basis, to $460.5 million compared to the three months ended September 30, 2024, as Retail Media revenue growth was partially offset by lower Performance Media revenue.

Previous wording

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

Current wording

In the three months ended September 30, 2025, 90% of revenue came from existing clients while 10% came from new client additions.

Previous 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.

Current wording

Retail Media revenue increased 10%, or 10% on a constant currency basis, to $66.7 million for the three months ended September 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

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 wording

Performance Media revenue increased 1%, or decreased (1)% on a constant currency basis, to 393.8 million for the three months ended September 30, 2025, driven by lower spend in our media trading marketplace and soft retail trends, in particular related to fashion, partially offset by continued strength in travel and classifieds.

Previous wording

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 wording

Additionally, our $469.7 million of revenue for the three months ended September 30, 2025 was positively impacted by $9.1 millionof currency fluctuations, particularly as a result of the appreciation of the Euro compared to the U.S. dollar.

Previous 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.

Current wording

Revenue for the nine months ended September 30, 2025 increased 2%, or 1% on a constant currency basis, to $1,395.3 million compared to the nine months ended September 30, 2024, reflecting growth in Retail Media.

Previous wording

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

Current wording

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

Previous wording

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 wording

Retail Media revenue increased 13%, or 13% on a constant currency basis, to $187.6 million for the nine months ended September 30, 2025, driven by continued strength in Retail Media onsite, in particular in the U.S. market.

Previous 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.

Current wording

Performance Media revenue remained flat as reported, and on a constant currency basis, to $1,207.7 million for the nine months ended September 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 $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.

Current wording

Additionally, our $1,403.8 million of revenue for the nine months ended September 30, 2025 was positively impacted by $8.5 million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Japanese Yen, the Brazilian Real, and the Korean Won compared to the U.S. dollar.

Previous wording

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 wording

Our revenue in the Americas region decreased (2)%, or (3)% on a constant currency basis, to $200.4 million for the three months ended September 30, 2025 compared to the three months ended September 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.

Previous 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.

Current wording

Our revenue in EMEA increased 8%, or 3% on a constant currency basis, to $167.1 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Previous 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.

Current wording

Our revenue in the Asia-Pacific region increased 3%, or 3% on a constant currency basis, to $93.0 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, reflecting solid Travel and Classified trends in the region.

Previous 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.

Current wording

Our revenue in the Americas region decreased (4)%, or (3)% on a constant currency basis, to $598.4 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. This primarily reflects continued soft retail trends, partially offset by solid performance of Retail Media as the platform continues to scale with large retailers and consumer brands.

Previous wording

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 wording

Our revenue in EMEA increased 7%, or 4% on a constant currency basis, to $512.6 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, reflecting continued traction in Retail Media and continued strength in Travel.

Previous wording

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 wording

Our revenue in the Asia-Pacific region increased 5%, or 5% on a constant currency basis, to $284.2 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, reflecting solid Travel, Classifieds and Marketplace trends.

Previous wording

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 wording

Total cost of revenue for the three months ended September 30, 2025 decreased $(13.8) million, or (6)%, compared to the three months ended September 30, 2024. This decrease was primarily the result of a decrease of $(11.3) million, or (6)% (or (8)% on a constant currency basis) in traffic acquisition costs, driven by lower volume.

Previous wording

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 wording

Traffic acquisition costs in Retail Media decreased by (28)%, or (48)% at constant currency, compared to the three months ended September 30, 2024.

Previous 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.

Current wording

Traffic acquisition costs in Performance Media decreased by (6)%, or (7)% at constant currency, compared to the three months ended September 30, 2024. This was driven by a 9% decrease in the number of impressions we purchased, partially offset by a 3% increase (or 2% at constant currency) in the average cost per thousand impressions ("CPM") for inventory purchased.

Previous wording

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 wording

The decrease of $(2.5) million, or (7)% in other cost of revenue for the three months ended September 30, 2025 was mainly driven by a decrease in depreciation of servers.

Previous 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.

Current wording

Total cost of revenue for the nine months ended September 30, 2025 decreased $(46.5) million, or (7)%, compared to the nine months ended September 30, 2024. This decrease was the result of a decrease of $(34.0) 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 $(12.5) million, or (12)% in other cost of revenue.

Previous wording

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.

Current wording

Traffic acquisition costs in Performance Media decreased by (6)%, or (6)% at constant currency, compared to the nine months ended September 30, 2024. This was driven by a (11)% decrease (or (11)% at constant currency) in the average CPM for inventory purchased, including lower CPMs for signal-limited environments where Criteo continues to perform, and a 6% increase in the number of impressions we purchased.

Previous 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.

Current wording

The decrease of $(12.5) million or, (12)% in other cost of revenue for the nine months ended September 30, 2025 was mainly driven by a decrease in depreciation of servers and lower hosting costs.

Previous 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.

Current wording

Contribution ex-TAC increased $22.0 million, or 8% for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Previous wording

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 wording

Contribution ex-TAC increased $57.5 million, or 7% for the nine months ended September 30, 2025 compared to the nine months ended September 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 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.

Current wording

Research and development expenses for the nine months ended September 30, 2025, decreased $(3.7) million or (2)% compared to the nine months ended September 30, 2024. This decrease was mainly due to lower share-based compensation related to the Iponweb acquisition, partially offset by higher amortization expense related to the accelerated amortization of internally developed intangible assets, developed in response to third-party cookie deprecation.

Previous wording

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 wording

Sales and operations expenses for the nine months ended September 30, 2025 increased $5.4 million or 2% compared to the nine months ended September 30, 2024. This increase was mainly related to headcount related costs due to one-time planned company-wide event and third-party services, partially offset by lower bad debt accrual.

Previous 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.

Current wording

General and administrative expenses for the nine months ended September 30, 2025, decreased $(5.0) million or (4)%, compared to the nine months ended September 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 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.

Current wording

Financial and Other Income for the nine months ended September 30, 2025, decreased by $(0.4) million or (46)% compared to the nine months ended September 30, 2024. This decrease was due to higher interest expense, partially offset by the accretion in 2024 of the earn-out liability related to the Iponweb acquisition.

Previous 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.

Current wording

Provision for income tax expense for the three months ended September 30, 2025, increased $8.1 million or 234% compared to the three months ended September 30, 2024. The increase was driven by higher income from operations.

Previous wording

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 wording

Provision for income tax expense for the nine months ended September 30, 2025, increased $12.7 million or 85% compared to the nine months ended September 30, 2024. The increase was driven by higher income from operations.

Previous wording

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.

Current wording

Net income increased $33.9 million, or 552%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, and adjusted EBITDA increased $23.1 million, or 28%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The increase in net income and adjusted EBITDA was primarily due to an decrease in operating expenses and higher gross profit.

Previous 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.

Current wording

Net income increased $60.2 million, or 141%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, and adjusted EBITDA increased $40.5 million, or 16%, for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. Theincrease in net income and adjusted EBITDA was primarily due to higher gross profit.

Previous 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.

Current wording

Our cash and cash equivalents, and restricted cash at September 30, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $255.3 million as of September 30, 2025. The $(35.6) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(114.4) million in cash used for financing activities, a decrease of $(69.1) million in cash used for investing activities, partially offset by an increase of $150.5 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.

Showing the first 40 of 48 pairs. Open the source sections for the rest.

Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.