Criteo S.A.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001576427-25-000031
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001576427-26-000014
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
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356 unchanged; 187 reworded; 136 added; 125 removed; 31 previous and 19 current paragraphs rearranged.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (136)
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equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs,
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certain restructuring andrelated costs, integration and transformation costs, and other nonrecurring or non cash items
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impacting net income that we do not consider indicative of our business performance. Adjusted EBITDA is presented in
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Currency Reconciliation".
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new solutions.
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We report our financial results based ontwo reportable segments: Retail Media and Performance Media.
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–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the
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purchase and sale of retail media digital advertising inventory and audiences, and services.
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–Performance Media: This segment encompasses our targeting capabilities and supply and AdTech services.
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servers.
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Net income for the year ended December 31, 2025 increased by 30% to$149.4 million, compared to the prior year,
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primarily due to higher gross profit.
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primarily due to higher Contribution ex-TAC, partially offset by an increase in operating expenses.
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As previously disclosed, our largest customer notified us that they will curtail the scope of future services commencing
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November 1, 2025. For the year ended December 31, 2025, this customer accounted for 5% of our total revenue. The
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anticipated reduction in revenue was reflected in our updated financial projections and incorporated into our annual
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goodwill impairment test for the year ended December 31, 2025. Based on our quantitative assessment, the estimated fair
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value of the Retail Media reporting unit exceeded its carrying value and no impairment was recorded. Further reductions
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in projected revenue, margin performance, or adverse changes in market conditions could reduce the estimated fair value,
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and may result in goodwill impairment in future periods.
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During 2025, a large U.S. retailer – that is a customer primarily in our Performance Media segment – experienced
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financial difficulty and subsequently filed for bankruptcy. As of year end 2025, the Company recorded a full allowance for
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$5.9 million for the related receivables.
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budgets and market share.
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Global economic and geopolitical conditions remained volatile in 2025, including continued inflationary pressures in
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certain markets, and high interest rates. The economic uncertainty resulting from these factors may negatively impact
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advertising demand, consumer spending behavior, and our business performance.
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These factors, among others, including inflationary pressures and changes in political and economic policies such as the
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business activities. As a result, our clients may reduce, delay, or more cautiously allocate their advertising spending, which
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could adversely affect our business, financial condition and results of operations. We continue to monitor macroeconomic
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conditions closely and may take actions in response to such conditions to the extent they adversely affect our business.
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conditions discussed above.
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approach. The annual impairment test incorporated updated revenue projections, including the anticipated impact of the
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reduction in services from our largest customer, which resulted in a decrease in the excess of fair value over carrying value
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for the Retail Media reporting unit compared to the prior year. Fair value continued to exceed carrying value. For the year
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During the second quarter of 2025, Alphabet Inc. announced its decision not to proceed with the deprecation of third-party
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cookies in its Chrome browser. As a result, the Company recorded accelerated amortization of$7.9 million and a
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nonrecurring impairment charge of$0.9 million related to internally developed intangible assets developed in response to
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the deprecation of third-party cookies.
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product-level recommendations to ourcustomers, including brands and advertising agencies.
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contingency related to a regulatory matter. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA",
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Beginning in the first quarter of 2024 – following the completion of the integration of our Iponweb acquisition – our Chief
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Operating Decision Maker, who is our Chief Executive Officer (“CEO”), no longer received disaggregated information for
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Iponweb. As such, we updated our segment financial reporting structure in line with how the CEO assesses performance
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and allocates resources. Starting in 2024, we reported two segments: Retail Media and Performance Media. Performance
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Media combines our former Marketing Solutions and Iponweb segments. As such, prior period segment results and
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related disclosures have been conformed to reflect the Company’s current reportable segments.
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Net income for the year ended December 31, 2024 increased by 110% to$114.7 million, compared to the prior year,
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Global economic and geopolitical conditions have been volatile due to factors such as the ongoing conflicts in Ukraine and
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the Middle East, persistent inflation, and high interest rates.
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accurately forecast and plan future business activities, and could cause the company's clients to reduce or delay their
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advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business,
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the evolving macroeconomic and geopolitical conditions discussed above. We expect our revenue to continue to fluctuate
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ecosystem. While Google has announced in July 2024, that it will not pursue its original plan to fully phase out third-party
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cookies in Chrome, Google has proposed an updated approach that allows users to make an informed choice across web
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browsing that can be adjusted at any time. This proposal remains subject to consultation with the UK Competition and
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Market Authority, the Information Commissioner's Office and other global regulators. These developments could cause
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has been identified. In 2024, the Company voluntarily changed its goodwill and indefinite-lived intangible asset annual
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impairment test date from December 31 to October 1. Refer to Note 10 Goodwill of our financial statements beginning on
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result in a reduction of depreciation of approximately $7 million for the full fiscal year 2025 for assets in service as of
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product-level recommendations either directly to clients or to advertising agencies. Such products are generally sold based
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agent in the transaction.
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agreements and revolving credit facilities ("RCFs").
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Provision for Income Taxes
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statements beginning on page F-1.
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million for 2024, driven by lower spend in our media trading marketplace, soft retail trends, partially offset by continued
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strength in travel and classifieds.
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Revenuein 2023 decreased $(67.6) million, or(3)% (or(3)% on a constant currency basis) to$1,949.4 million compared to
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million for 2023, reflecting decreased spend from large clients, notably on our retargeting solutions, as they adjusted their
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advertising budgets to the uncertain macro economic environment. This was partially offset by the contribution from the
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acquisition of Iponweb that was completed in August 2022.
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Retail Media revenue increased 3% (or 3% on a constant currency basis) to$209.0 million for 2023, reflecting the strong
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performance with large retailers across the U.S. and EMEA, partially offset by the technical and transitory impact related to
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the client migration to the Company's platform. Criteo's platform accounted for most of Retail Media revenue for the year
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ended December 31, 2023, and its revenue is accounted for on a net basis. In 2022, close to 79% of Retail Media revenue
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was accounted for on a net basis, and as a result of this transition to a full platform business, the growth of Retail Media
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revenue was temporarily impacted. Reflecting the underlying economic performance, Retail Media's Contribution ex-TAC
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increased 26% (or 26% on a constant currency basis) in the year ended December 31, 2023, mainly driven by strength in
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the U.S. market.
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and classifieds, partially offset by soft retail trends.
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accepted accounting principles in the United States of America ("U.S. GAAP"), we present Contribution ex-TAC, and
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accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted
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Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure
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EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross
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akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit
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profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the
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through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution
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exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding
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excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable U.S. GAAP financial
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Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross
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measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense),
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Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes,
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income taxes, depreciation and amortization, adjusted to eliminate the impact of equity awards compensation expense,
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depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee
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which includes a reconciliation to its most directly comparable U.S. GAAP financial measure, Net Income. We also
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the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial
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present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude
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measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency
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the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to
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basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average
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the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".
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exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant
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world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging
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world’s leading Commerce Intelligence Platform. We operate in digital advertising, leveraging commerce data and AI to
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commerce data and artificial intelligence ("AI") to connect ecommerce, digital marketing and media monetization to reach
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connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping
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consumers throughout their shopping journey. Our vision is to bring richer experiences to every consumer by supporting a
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journey. Our vision is to bring richer experiences to every consumer by supporting a fair and open internet that enables
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fair and open internet that enables discovery, innovation, and choice – powered by trusted and impactful advertising. We
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discovery, innovation, and choice – powered by trusted and impactful advertising. We have accelerated and deeply
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have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast
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transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into
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For the year ended December 31, 2024, revenue was$1,933.3 million, down (1)% compared to the prior year, reflecting
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For the year ended December 31, 2025, revenue was$1,944.9 million, up 1% compared to the prior year, reflecting
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growth in Retail Media offset by lower revenue in Performance Media. At constant currency, revenue was flat.
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growth in Retail Media and flat revenue in Performance Media. At constant currency, revenue was flat.
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Gross profit for the year ended December 31, 2024 increased by 14% to$983.0 million, compared to the prior year,
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Gross profit for the year ended December 31, 2025 increased by 7% to$1,049.4 million, compared to the prior year,
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primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation of data center servers.
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primarily due to lower traffic acquisition costs, lower hosting costs and a decrease in depreciation expense of data center
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Contribution ex-TAC for the year ended December 31, 2024 increased by 10% to$1,121.5 million, compared to the prior
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Contribution ex-TAC for the year ended December 31, 2025 increased by 5% to$1,174.6 million, compared to the prior
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Adjusted EBITDA for the year ended December 31, 2024 increased by 29% to$390.1 million, compared to the prior year,
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Adjusted EBITDA for the year ended December 31, 2025 increased by 4% to$406.7 million, compared to the prior year,
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Cash flow from operating activities was$258.2 million for the year ended December 31, 2024, compared to$224.2 million
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Cash flow from operating activities was$311.2 million for the year ended December 31, 2025, compared to$258.2 million
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Develop and Scale our Commerce Media Platform
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Develop and Scale our Commerce Intelligence Platform
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Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our
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Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform
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Commerce Media Platform as well as adding new customers. We believe that we are in a leading position in the
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as well as adding new customers. We believe that we are in a leading position in the Commerce Media space as we have
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Commerce Media space as we have unique commerce data at scale, deep integrations with retailers, a large client base,
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unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology andan R&D
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differentiated technology and a R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-
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powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and
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channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well
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providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad
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These factors, among others, including the impact of persistent inflation, make it difficult for Criteo and our clients to
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introduction of new or additional tariffs, make it difficult for Criteo and our clients to accurately forecast and plan future
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advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels, but this
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advertising activity for the year. We generally expect the subsequent first quarter to reflect lower activity levels.
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trend may be masked due to the growth of our business. In addition, historical seasonality may not be predictive of future
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In addition, historical seasonality may not be predictive of future results given the potential for changes in advertising
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results given the potential for changes in advertising buying patterns and consumer activity due to the potential impacts of
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buying patterns and consumer activity due to the potential impacts of the evolving macroeconomic and geopolitical
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based on seasonal factors that affect the advertising industry as a whole.
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We expect our revenue to continue to fluctuate based on seasonal factors that affect the advertising industry as a whole.
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instability in the advertising technology industry. We have developed a multi-pronged addressability strategy to provide
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ecosystem. We have developed a multi-pronged addressability strategy to provide scalability and runtime interoperability
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scalability and runtime interoperability of privacy-safe solutions for a more open, unified and efficient ecosystem.
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of privacy-safe solutions for a more open, unified and efficient ecosystem.
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Our consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of our
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Our consolidated financial statements have been prepared in accordance with GAAP. The preparation of our consolidated
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consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported
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financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of
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amounts of revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical
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revenue, assets, liabilities, costs and expenses. We base our estimates and assumptions on historical experience and
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experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and
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other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an
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Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently
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ended December 31, 2025, no impairment of goodwill has been identified.
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refer to Note 1 Principles and Accounting Methods of our financial statements.
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basis as we act either as a principal or an agent in the transaction.
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our audited consolidated financial statements beginning on page F-1.
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strength in Retail Media onsite, in particular in the U.S. market, and growing network effects of onboarding brands and
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or(10)% decrease in other cost of revenue.
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environments where Criteo continues to perform, while the number of impressions we purchased was flat compared to last
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Contribution ex-TAC was driven by growth in Retail Media and lower traffic acquisition costs in Performance Media, related
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primarily to the decrease of the average CPM for inventory purchased.
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related to an increase in amortization of intangibles and headcount-related expenses, partially offset by a decrease in
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of a negative impact of foreign exchange, including end of year noncash marked to market, and financial expenses related
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to our€407 million available Revolving Credit Facility (RCF).
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During the year ended December 31, 2025, the adoption of Pillar Two resulted in an impact of$0.7 million recognized in
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provides useful information to investors and others in understanding and evaluating our results of operations in the same
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reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted
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EBITDA was primarily due to higher gross profit.
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to investors and others in understanding and evaluating our results of operations in the same manner as our management
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others in understanding and evaluating our results of operations in the same manner as our management and Board.
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diversifying our business into new solutions.
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primarily due to lower traffic acquisition costs.
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primarily due to higher Contribution ex-TAC.
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positioned to capture more ad budgets and market share.
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financial condition and results of operations.
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Accounting Methods of our financial statements.
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Retail Media revenue. Performance Media revenue decreased (4)% (or(4)% on a constant currency basis) to$1,740.4
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strong performance of Retail Media, as the platform continues to scale with consumer brands and large retailers and
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growing network effects of the platform.
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limited environments where Criteo continues to perform, partially offset by a 1% increase in the number of impressions we
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purchased, reflecting our expanding relationships with existing and new publisher partners, in particular through direct
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mainly related to the partial reversal of the loss contingency related to the CNIL matter as described in Note 20.
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liability related to the Iponweb acquisition and financial expense relating to our €407 million available Revolving Credit
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before income taxes due to higher Contribution ex-TAC, and cost reduction actions.
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The provision for income taxes for 2023 decreased by$(11.1) million, or(36)%, compared to 2022, due to the non
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effective tax rate differs from the statutory rates primarily due to the impact of the domestic tax deduction applicable to
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carryforwards in certain foreign subsidiaries, non-recognition of deferred tax assets related to tax losses and temporary
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differences, recognition of previously unrecognized tax losses and equity awards compensation expense.
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$8.8 million of net effect of share-based compensation, $2.8 million of permanent differences mainly employee costs,
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of valuation allowance on deferred tax assets of$(1.8) million. Please see Note 18 to our audited consolidated financial
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because it is a key measure used by our management and board of directors to understand and evaluate our core
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business. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in
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understanding and evaluating our results of operations in the same manner as our management and board of directors.
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companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently,
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Our cash and cash equivalents at December 31, 2024 were held for working capital and general corporate purposes, which
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useful information to investors and others in understanding and evaluating our results of operations in the same manner as
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others in understanding and evaluating our results of operations in the same manner as our management and board of
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believe that the elimination of equity awards compensation expense, pension service costs, certain restructuring,
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calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business,
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not a measure calculated in accordance with U.S. GAAP. Please see above for a discussion of the limitations of Adjusted
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GAAP Financial Measures section of this filing.