Criteo S.A.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
CRTO$16.61+7.7%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-28.
0001576427-25-000031
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001576427-26-000014
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 980 previous paragraphs and 1292 current paragraphs.
723 unchanged; 181 reworded; 371 added; 71 removed; 5 previous and 17 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (371)
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Our clients’ satisfaction depends on our ability to prevent advertisements from appearing alongside unlawful,
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inappropriate, or otherwise non-compliant content under applicable agreements. While this relies partly on the optimal
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direct support—can make it more challenging to guide their usage effectively and to prevent improper ad placements.
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As with all technology-driven businesses, Criteo is also exposed to risks of fraudulent or malicious activity, including non-
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human traffic, which can disrupt or degrade the proper functioning of the Criteo AI Engine. For example, automated bots
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or other deceptive mechanisms may artificially inflate click metrics or misattribute ad interactions, distorting campaign
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performance. The risk of such fraudulent activity is heightened in higher-value formats such as online video and CTV,
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Significant system errors, defects, or fraudulent or malicious activity could impair or disable the Criteo AI Engine, hindering
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our ability to purchase advertising inventory and generate revenue until these issues are resolved. Failure to prevent ads
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•Loss of clients or publishers, or reduced inventory purchases by clients;
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•Inefficient or erroneous inventory purchasing, leading to reduced or negative margins we could need to absorb;
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•Reduced value of advertising inventory offered to publishers;
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•Client payment disputes, refund demands, campaign terminations, withdrawal of future business, loss of
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If we are unable to successfully integrate, leverage the commercial relationships of, or realize the expected benefits of the
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strategic transactions we complete or any business, product, solution, technology or team we acquire in the future, our
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business and results of operations could suffer, and we may not be able to achieve our business and growth objectives.
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E-Privacy Directive mandates that the placing or reading of information in auser'sdevice, such as through a cookie and
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other tracking technologies, requires such user’s express consent. The European Data Protection Board has also
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published guidelines expanding the list of what is a tracking technology under the E-Privacy Directive, limiting our
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In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to
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modernize and align the EU’s data protection framework with other digital regulations. The proposals would, among other
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things, clarify the definition of personal data, introduce new legal bases for the development and operation of AI systems,
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adjust breach-notification thresholds and timelines, and consolidate certain E-Privacy and cookie-related provisions
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directly into the GDPR. In particular, the draft would permit the use of standardized, browser- or device-level consent
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signals to express user preferences, potentially reducing our clients’, publisher and retailer partners’ ability to manage
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consent collection through their own interfaces. If adopted, these reforms could alter the scope of lawful processing, affect
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how we collect and use data for advertising and measurement, and increase operational and compliance complexity. The
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timing, final content, and enforcement approach of these reforms remain uncertain, and any resulting changes could
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amends and expands the scope of the CCPA and creates additional privacy rights and protections for California
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1, 2023. California’s privacy regulations continue to evolve with new rules on data broker registration, automated decision-
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making and cybersecurity audits, and enforcement activity is accelerating.
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In September 2025, the California Privacy Protection Agency approved final regulations under the CCPA that significantly
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expand business obligations and consumer rights in California, including mandatory risk-assessments and annual
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cybersecurity audits for certain businesses; new rules governing the use of automated decision-making technology in
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connection with “significant decisions” about consumers; and enhanced disclosures, consent/opt-out mechanisms and
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Removed paragraphs (71)
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Certain internet and technology companies may have the power and capital to significantly change the very nature of the
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digital advertising marketplaces in ways that could materially disadvantage us. Some of these companies could leverage
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their positions to make changes to their web browsers, mobile operating systems, platforms, exchanges, networks or
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other solutions or services that could be significantly harmful to our business and results of operations. Some of these
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also operate their own advertising networks or exchanges from which we buy advertising inventory.
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content, or content that is not permitted under the terms of the applicable agreements with clients. While this depends in
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intervention by us, it could become more challenging to train and support such clients to use such tools and to prevent
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inappropriate or unlawful advertisements from being shown. Consistent with the nature of all technology companies,
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fraudulent or malicious activity, including non-human traffic, could also impair the proper functioning of Criteo AI Engine.
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If we were to experience significant errors, defects, or fraudulent or malicious activity in Criteo AI Engine, our solution
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could be impaired or stop working altogether, which could significantly impair our ability to purchase any advertising
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inventory and generate any revenue until the errors, defects or fraudulent or malicious activity were detected and
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corrected. If we are unable to keep our clients’ advertisements from being placed in unlawful or inappropriate content, our
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reputation and business may suffer. Other negative consequences from experiencing such issues could include:
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• a loss of clients and publishers or a decrease in inventory purchased by clients;
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• faulty inventory purchase decisions, resulting in lower profitability per impression, up to and including negative
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margins, for which we may need to bear the cost;
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• lower price for the advertising inventory we can offer to publishers;
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• refusals to pay, demands for refunds, loss of confidence, termination of campaigns or withdrawal of future business
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retailers. Similarly, we rely on our publisher and retailer partners, and such other third parties for opportunities to serve
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For example, our publishers and retailer partners are responsible under European regulation, such as the GDPR, the E-
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Privacy Directive (each as defined below) and other new government restrictions, for gathering necessary user consents
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understanding of the requirements of European regulation, certain SSPs have required actions from publishers and
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retailer partners with respect to such consents that appear stricter than regulations require. Similarly, SSPs and other
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relevant third parties may take similar actions in response to any new legislation or regulatory developments or
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interpretations in the future, in response to perceived user preferences, or for other reasons.
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opportunities, or purchase digital ad space, which could have a substantial impact on our revenue.
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Electronic Communications (“E-Privacy Directive”) and the General Data Protection Regulation (“GDPR”). The E-Privacy
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Directive directs EU member states to ensure that accessing information on an Internet user’s computer, such as through
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a cookie and other similar technologies, is allowed only if the Internet user has been informed about such access and
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given consent. The Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the
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user in line with the requirements applicable to consent under GDPR. These developments result in ending reliance on
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implied consent mechanisms used to meet requirements of the E-Privacy Directive in some markets. The European Data
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Protection Board has also published guidelines further restricting its interpretation of the technical scope of the E-Privacy
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voters in California passed the California Privacy Rights Act (“CPRA”), which both amends and expands the scope of the
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CCPA. The CPRA, which became effective on January 1, 2023, created additional privacy rights and protections for
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Some of these consumer and privacy laws differ slightly from the CCPA and CPRA leading to a varied and complex
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regulatory landscape, which could result in material costs.
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continuously enhance and improve our offerings to meet client needs, build our brand, scale our technology capabilities,
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continuously enhance and improve our offerings to meet client needs, build our brand, scale ourtechnology capabilities,
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add functionality to and improve the performance of the Criteo Commerce Media Platform, and address technological and
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add functionality to and improve the performance of the Criteo Commerce Intelligence Platform, and address
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industry advancements. If we are unable to enhance our solutions to meet market demand in a timely manner, we may not
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technological and industry advancements. If we are unable to enhance our solutions to meet market demand in a timely
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be able to maintain our existing clients or attract new clients, and our solutions may become less competitive or obsolete.
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manner, we may not be able to maintain our existing clients or attract new clients, and our solutions may become less
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Furthermore, brand promotion activities may not yield increased revenue sufficient to offset expenses or any increased
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competitive or obsolete. Furthermore, brand promotion activities may not yield increased revenue sufficient to offset
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Our investments in our Commerce Media Platform and new technologies are inherently risky and may not be successful.
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Our investments in our Commerce Intelligence Platform and new technologies are inherently risky and may not be
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While we have a track record of addressing broader marketing and monetization goals, including customer acquisition and
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successful. While we have a track record of addressing broader marketing and monetization goals, including customer
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brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization to expand into
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acquisition and brand awareness, we continue to invest substantial resources to adapt our model, pricing and organization
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new advertising channels. If we are not successful in continuing to improve and adapt our solutions along broader
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to expand into new advertising channels. If we are not successful in continuing to improve and adapt our solutions along
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marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the importance of
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broader marketing goals, our results of operations could be adversely affected. Furthermore, we believe that the
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brand recognition will increase as competition in our market increases.
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importance of brand recognition will increase as competition in our market increases.
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including large established companies, smaller companies that we do not yet know about, or companies that do not yet
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including large established walled gardens, smaller companies that we do not yet know about, or companies that do not
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exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and
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yet exist, we expect competition to persist and intensify in the future, which could harm our ability to increase sales and
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companies also have significantly larger resources and capital than we do, and in many cases have advantageous
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Certain internet and technology companies have significantly larger resources and capital than we do, and in many cases
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competitive positions in popular products and services such as Amazon Advertising, Google Search, YouTube, Chrome,
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have advantageous competitive positions in popular products and services such as Amazon Advertising, Google Search,
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Meta Platforms, and Apple Search Ads, which they can use to their advantage. Furthermore, our competitors have
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YouTube, Chrome, Meta Platforms, and Apple Search Ads , which they can use to their advantage. Furthermore, our
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invested substantial resources and capital in innovation, which could lead to technological advancements that change the
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competitors have invested substantial resources and capital in innovation, which could lead to technological
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competitive dynamics of our business in ways that we may not be able to predict.
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advancements that change the competitive dynamics of our business in ways that we may not be able to predict.
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In addition to competing for advertising spend, we compete with many companies for advertising inventory, some of whom
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In addition to competing for advertising spend, we compete with many companies for advertising inventory. As more
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As more companies compete for advertising impressions on advertising exchange platforms and other platforms that
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companies compete for advertising impressions on advertising exchange platforms and other platforms that aggregate
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aggregate supply of advertising inventory, advertising inventory may become competitive and expensive, which may
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supply of advertising inventory, advertising inventory may become competitive and expensive, which may adversely affect
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adversely affect our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a
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our ability to acquire a consistent supply of advertising inventory and to deliver advertisements on a profitable basis.
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profitable basis. Some of the companies that we compete with, either for advertising spend or inventory, may also be our
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Some of the companies that we compete with, either for advertising spend or inventory, may also be our clients or
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clients or affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize
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affiliated with our clients or important sources of advertising inventory. Competitive pressure may incentivize such
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such companies to cease to be our clients or cease to provide us with access to their advertising inventory.
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companies to cease to be our clients or cease to provide us with access to their advertising inventory.
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major changes in the advertising technology industry driven by, but not limited to, regulations such as GDPR and
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major changes in the advertising technology industry driven by, but not limited to, regulations such as the GDPR and
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Many of our agreements with clients do not include a spending minimum. Similarly, our contracts with publishers generally
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Many of our agreements with clients neither include a spending minimum nor include long-term obligations requiring
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do not include long-term obligations requiring them to make their inventory available to us over long periods of time.
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publishers to make their inventory available to us over long periods of time. Therefore, we need to continuously deliver
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Therefore, we need to continuously deliver satisfactory results for our clients and publishers to maintain and increase
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satisfactory results for our clients and publishers to maintain and increase revenue, which depends partly on the optimal
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part on the optimal functioning of the Criteo AI Engine, as more of our clients use our self-service tools with less
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performance of the Criteo AI Engine, the growing adoption of our self-service tools—where clients operate with limited
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Our client’s satisfaction also depends on our ability to keep advertisements from being placed in unlawful or inappropriate
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from being placed in unlawful or inappropriate contexts could also harm our reputation and business relationships.
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• fewer consumer visits to our client websites or mobile applications;
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•Decrease in consumer visits to clients’ websites or mobile applications;
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• lower return on advertising spend for our clients;
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• delivery of less relevant or irrelevant advertisements, resulting in lower click-through or conversion rates;
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•Delivery of less relevant or irrelevant ads, lowering click-through and conversion rates;
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• being blocked by internet service providers or regulators;
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•Blocking by internet service providers or regulatory authorities;
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and potential liability for damages or regulatory inquiries or lawsuits; and
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confidence, and potential liability through damages, regulatory actions, or lawsuits; and
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clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher cost per 1,000
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clicks on advertisements we deliver could overstate the performance of our advertising. Due to the higher CPM paid for
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impressions paid for online video and Connected TV advertisements, the risk of fraudulent traffic may increase as we
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online video and CTV advertisements, the risk of fraudulent traffic may increase as we increase our purchasing of online
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could adversely effect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of
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could adversely affect our financial condition, results of operations or cash flows. In addition, the anticipated benefits of
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Although our overall customer base is well-diversified, withour largest 10 clients representing 17.1% of our revenue in the
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Although our overall customer base is well-diversified, withour largest 10 clients representing 19.5% of our revenue in the
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expenses or any increased revenue at all.
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materially impact our business, financial condition, or results of operations.
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stop or severely limit the ability to show targeted ads.
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delay or cancel their advertising campaigns with us.
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such industries, we may not be able to achieve our growth or business objectives. Further, as we expand our client base
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recognized until launched against a target.
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associated technology infringe or violate the IP rights of others, including from entities that seek to monetize intellectual
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current taxable year or any future taxable year.
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Investors may have difficulty enforcing civil liabilities against us or any of our directors, officers or other
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members of senior management, and those of certain of our subsidiaries, are non-residents of the United States, and all
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or a substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it
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may not be possible to serve process on such persons or us in the United States or to enforce judgments obtained in U.S.
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courts against them or us based on civil liability provisions of the securities laws of the United States.
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Even if a Luxembourg or other foreign court agrees to hear a U.S. securities law claim, it may determine that the law of
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the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found
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to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly
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process, and procedural rules would still be governed by the law of the jurisdiction in which the foreign court resides.
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revenue, which depends partly on the optimal functioning of Criteo AI Engine.
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increase our purchasing of online video and Connected TV inventory.
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Our future success will depend in part on our ability to expand into new industry verticals.
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to maintain our current client retention rates.
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achieving our growth or business objectives.