Criteo S.A.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned thereunto duly authorized.

POWER OF ATTORNEY

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

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

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

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

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

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

persons in the capacities and on the dates indicated below.

Index to Consolidated Financial Statements

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

Opinion on the Financial Statements

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

“Company”) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive

income, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2025, and

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

fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity

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

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

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria

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

the Treadway Commission and our report dated February 26, 2026, expressed an unqualified opinion on the

Company's internal control over financial reporting.

Basis for Opinion

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

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

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

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

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

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

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

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

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

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

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

audits provide a reasonable basis for our opinion.

Critical Audit Matter

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

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

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

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

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

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

Revenue — Refer to Note 1 and 3 to the financial statements

Critical Audit Matter Description

For its Performance Media segment, the Company primarily generates revenue by delivering digital personalized

display advertisements. Display advertisements are generally sold based on a click or impression-based pricing model

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

For its Retail Media segment, the Company generates revenue by providing access to its platform to brands, agencies

and retailers for the purchase and sale of digital advertising inventory. Generally, revenue is based on a percentage of

working media spend and recognized when digital advertising inventory is monetized through the platform.

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

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

process and record its revenue transactions.

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

transactions are highly automated. This required an increased extent of effort, including the need to involve

professionals with expertise in information technology (IT) to identify, test, and evaluate the Company’s systems,

software applications, and automated controls.

How the Critical Audit Matter Was Addressed in the Audit

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

others:

•With the assistance of our IT specialists, we:

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

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

change management and data conversion controls, and IT operations controls.

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

streams, including those designed to address the accuracy and completeness of revenue.

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

from the various applications to the Company’s general ledger.

•For Performance Media revenue, we agreed selected amounts recognized to source data and tested the

mathematical accuracy of the recorded revenue.

•For Retail Media revenue,

–weperformed the following procedures for a selected customer contract:

▪recalculated the revenue which is based on working media spend or impressions

▪agreed fees recognized for professional services back to the contract.

–we performed substantive analytical procedures by developing an independent expectation for the

recorded balance based on a historical relationship with working media spend.

/s/Deloitte & Associés

Paris-La Défense, France

February 26, 2026

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

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

Opinion on Internal Control over Financial Reporting

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

December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the

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

maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based

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

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

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the

Company and our report dated February 26, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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

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

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

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

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

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

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

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

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

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

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

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

Definition and Limitations of Internal Control over Financial Reporting

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

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

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

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

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

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

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

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

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

the financial statements.

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

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

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

deteriorate.

/s/ Deloitte & Associés

Paris-La Défense, France

February 26, 2026

Consolidated Statements of Changes in Shareholders’ Equity

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

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

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

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

(3) On January 31, 2025, Criteo's Board of Directors authorized an extension of the share repurchase program to up to$805.0 million of the Company's outstanding American Depositary Shares. The change in treasury stocks is

comprised of 5,393,002 shares repurchased at a weighted average price of$28.2 offset by 2,157,390 treasury shares used for RSUs vesting and by 2,195,000 treasury shares cancelled.

Criteo S.A. andsubsidiaries

Notes to the Consolidated Financial Statements

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

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

On October 29, 2025, the Company announced its intention to pursue a transfer of its legal domicile from France to

Luxembourg via a cross-border conversion (the "Conversion") and replace its American Depositary Shares ("ADSs")

structure with ordinary shares to be directly listed on Nasdaq. The Conversion requires a shareholder vote for approval,

which will be conducted through a general meeting of the Company’s shareholders on February 27, 2026. If shareholder

approval is obtained, and the other conditions are satisfied or waived, the Conversion is expected to be completed in the

third quarter of 2026. Following the Conversion, Criteo intends to pursue a subsequent transfer of its domicile from

Luxembourg to the United States, subject to the Company's Board of Directors' (the "Board") determination that such

action is in the best interests of the Company and its shareholders.

On January 7, 2026, the Company announced that, following the favorable opinion of its works council, its Board of

Directors has approved the Conversion and the replacement of its American Depositary Shares structure with ordinary

shares to be directly listed on Nasdaq. A general meeting of the Company's shareholders will be held on February 27,

2026, at 10:00 a.m., Paris time, at the Company's registered office at 32 Rue Blanche, 75009 Paris, France to obtain

approval by the Company's shareholders for the Conversion and certain related proposals.

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

leverage commerce data and AIto connect ecommerce, digital marketing and media monetization to reach consumers

throughout their shopping journey. Our vision is to deliver full-funnel, cross-channel, self-service advertising that performs.

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

outcomes through our platform, which includes a suite of products:

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

their shopping journey and measure their advertising campaigns

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

for commerce anywhere where consumers spend their time

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

personalization and budget efficiency.

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

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

Note 1. Principles and Accounting Methods

Basis of Presentation

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

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

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

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

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

(1)Criteo Holdings Inc. includes a French Branch

(2)Liquidated during the twelve months ended December 31, 2025

Functional Currency and Translation of Financial Statements in Foreign Currency

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

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

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

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

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

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

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

Conversion of Foreign Currency Transactions

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

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

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

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

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

comprehensive income" in the Consolidated Statements of Comprehensive Income. They will be recognized in

profit or loss on disposal of the net investment.

Use of Estimates

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

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

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

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

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

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

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

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

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

Operating Segments

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

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

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

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

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

Refer to Note 3 Segment information for further discussion.

Business combinations

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

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

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

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

expensed as incurred.

Internally Developed Software and Software as a Service

We capitalize external costs and directly attributable internal development costs to acquire or create internal use

software which are incurred subsequent to the completion of the preliminary project stage. These costs relate to

activities such as software design, configuration, coding and testing. Costs related to post-implementation

activities such as training and maintenance are expensed as incurred.

Capitalized costs are included in Intangible Assets on theconsolidated balance sheets. These costs are

amortized over the estimated useful life of the software, which is typically three years, on a straight-line basis,

which represents the manner in which the expected benefit will be derived.

We also enter into cloud-based software hosting arrangements, which are accounted for as service contracts. The

Company capitalizes certain implementation costs, which are consistent with costs incurred during the application

development stage for on-premise software. The capitalized costs are presented withinp repaid expenses and

other current assets on theconsolidated balance sheets, and are amortized on a straight-line basis over the fixed,

non-cancellable term of the associated hosting arrangement plus any reasonably certain renewal periods.

The Company applies the same impairment model to both internal-use software and capitalized implementation

costs in a software hosting arrangement, which is accounted for asa service contract.

Property and Equipment

Property and equipment is accounted for at acquisition cost less accumulated depreciation and any impairment.

Depreciation is calculated on a straight-line basis over the assets’ estimated useful lives. Our estimate of useful

lives represents management's best estimate and is evaluated periodically. If the estimated useful life of an asset

changes, the remaining carrying amount of the asset is depreciated over the revised estimated useful life.

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

Servers and Networking equipment..................................................................................................6 years

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

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

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

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

change in accounting estimate is effective beginning fiscal year 2025.

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

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

If an asset is deemed to be impaired, an impairment loss is recorded to write the asset down to its estimated fair

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

Goodwill and Acquired Intangible Assets

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

intangible assets acquired.

Goodwill is allocated to reporting units based on the expected benefit from the business combination and is tested

for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value

may not be recoverable.

The Company hastwo reporting units, Retail Media and Performance Media, that are subject to goodwill

impairment testing. In the impairment assessment of its goodwill, the Company performs a quantitative test that

involves estimating the fair value of each reporting unit using a discounted cash flow model, which requires

significant assumptions, including projected future cash flows, discount rates and long-term growth rates. The

estimated fair value of each reporting unit is then compared to its carrying value, including goodwill. If the carrying

value exceeds the estimated fair value, the Company would be required to recognize an impairment loss in the

Consolidated Statement of Income. Changes in estimates or underlying assumptions could affect the

determination of fair value and may result in a future impairment.

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

loss. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives.

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

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

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

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

Leases

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

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

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

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

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

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

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

commencement.

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

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

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

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

date.

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

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

Accounts Receivable

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

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

are required to make to advertising inventory publishers.

The Company applies ASC 326, Financial Instruments — Credit Losses, which requires the measurement and

recognition of expected credit losses for financial assets held at amortized cost that an entity does not expect to

collect over the asset's contractual life, considering past events, current conditions, and reasonable and

supportable forecasts of future economic conditions.

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

methods toevaluate and estimate the expected credit losses. A receivable is considered past due if we have not

received payments based onagreed-upon terms.

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

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

its receivables.

Derivative financial instruments

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

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

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

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

instruments and mainly consist of forward buying contracts that areusedto hedge intercompany transactions and

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

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

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

the cash flows from derivative instruments to be classified in the same category as the underlying cash flows.

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

techniques based on observable market data.

Fair value measurements

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

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

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

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

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

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

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

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

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

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

Cash, Cash Equivalents and Investment Securities

Cash and cash equivalents include cashon hand, demand deposits, money market funds and other highly liquid

investments with a remaining maturity at the date of purchase of three months or less, or with a maturity of more

than three months that can be early withdrawn without significant penalty or foregoing of interest, for which the

risk of changes in value is considered to be insignificant.

We hold investments in marketable securities, including term deposits with banks, not meeting the cash

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

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

Our available-for-sale marketable investments are carried at estimated fair value with any unrealized gains and

losses, net of taxes, included in accumulated other comprehensive income in stockholders' equity.

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

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

We also invest in nonmarketable securities, consisting mainly of private equity investments, which are classified

as equity investments and reported within Other noncurrent financial assets. Equity investments without a readily

determinable fair value that do not qualify for the practical expedient to estimate fair value based on net asset

value are recorded at cost, less impairment.

Concentration of Credit Risk

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

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

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

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

experienced any losses in such accounts.

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

monitoring agencies' and advertisers' accounts receivable balances. During the years ended December 31, 2025,

2024 and 2023, no individual customer represented 10% or more of revenue.

Employee Benefits

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

compensation when they retire or to adefined benefit following their retirement. For state-managed plans and

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

being limited to our contributions.

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

•discount rate;

•future salary increases;

•employee turnover; and

•mortality tables.

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

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

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

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

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

actually occurred).

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

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

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

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

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

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

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

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

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

Revenue Recognition

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

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

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

ad-tech industry.

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

reflects the consideration we expect to be entitled to in exchange for those services. Variable consideration is

included in the transaction price only to the extent that it is probable that a significant reversal of cumulative

revenue recognized will not occur.

We determine revenue recognition by applying the following steps:

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

•Identification of the performance obligations in the contract;

•Determination of the transaction price;

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

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

Our pricing models include click- and impression-based pricing, and percentage of spend pricing.

Click and impression based pricing model

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

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

point in time when a user clicks on an advertisement or an advertisement is displayed, as our performance

obligation is the delivery of clicks or displays to the customer.

Percentage of spend pricing model

For campaigns priced on a percentage of working media spend basis, we bill our customers when customers buy

and sell digital advertising inventory through our platform. For these pricing models, we recognize revenue at a

point in time when the transactions occur through our platform, as our performance obligation is to provide access

to our platform to allow customers to buy and sell advertising inventory.

We also provide professional services to our customers, such as campaign management and billing and

administrative services. Revenue for professional services is recognized over time as customers simultaneously

receive and consume the benefits of the services as they are performed.

Principal versus Agent Considerations

The determination of whether we are acting as principal or agent requires judgment. We assess whether we act

as principal or agent based on whether we control the specified services or advertising inventory before it is

transferred to the customer. In making this determination, we consider factors such as our level of control,

responsibility for fulfillment, and discretion in establishing prices. When we determine that we act as principal, we

recognize revenue and related costs incurred on a gross basis. When we act as an agent, we recognize revenue

on a net basis.

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

our Retail Media segment we act primarily as agent.

Rebates and Incentives

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

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

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

Variable incentives are calculated based on the expected amount to be provided to customers and recognized as

a reduction of revenue.

Contract Assets and Liabilities

Contract assets are recognized when we do not yet have unconditional rights to payment. Contract liabilities are

recognized when there is an obligation to transfer services to a customer. Contract assets and liabilities are

presented on a net basis at the contract level. Contract assets and contract liabilities are not material to our

consolidated financial statements, and changes in these balances during the period were not significant.

Practical Expedients

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

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

right to invoice for services performed.

Our contracts do not include a significant financing component, as payments are less than one year, typically

between 0 and 90 days. We expense sales commissions as incurred as the amortization period would have been

one year or less. These costs are recorded within Sales and operating expenses within the Consolidated

Statements of Income.

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

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

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

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

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

Consolidated Statements of Financial Position as trade payables.

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

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

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

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

revenue.

Operating Expenses

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

sales and operations, and general and administrative expenses.

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

working in the engine, platform, infrastructure, engineering , product, analytics and other teams, including salaries,

bonuses, share-based compensation and other personnel related costs. Also included are non-personnel costs

such as subcontracting, consulting and professional fees to third-party development resources, allocated

corporate overhead, and depreciation and amortization costs. These expenses are partially offset by the French

research tax credit (CIR). The CIR offsets the income tax to be paid and the remaining portion (if any) can be

refunded at the end of a three-fiscal year period. The CIR is calculated based on eligible R&D expenditures. As of

December 31, 2025,2024, and 2023, we recorded$6.6 million,$7.2 million, and$9.5 million of CIR tax credits

against these expenses.

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

our sales, business development, marketing, creative services and other teams, including salaries, bonuses,

share-based compensation, and other personnel-related costs. Additional expenses in this category include

provisions for doubtful accounts, consulting and professional fees paid to third parties, and allocated corporate

overhead.

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

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

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

category include professional fees, audit fees, tax services and legal fees, as well as insurance and other

corporate expenses, along with allocated overhead, including internal IT costs.

Advertising and Promotional Expenses

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

consolidated statements of income. We incurred advertising expenses of$4.4 million,$1.9 million, and

$1.7 million for the years ended December 31, 2025,2024, and 2023, respectively.

Share-Based Compensation

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

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

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

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

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

for the Iponweb Acquisition. Share-based compensation expense is generally recognized based on a graded

vesting basis over the requisite service period for each separately vesting tranche. We account for forfeitures as

they occur.

Financial and Other Income (Expense)

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

differences, and interest income and expenses.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are

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

and for tax losses. Differences are defined as temporary when they are expected to reverse within a foreseeable

future. Deferred tax assets are recognized to the extent that management determines it is more likely than not that

such assets will be realized. In assessing realiz ability, management considers all available evidence, both positive

and negative, including historical andprojected future taxable income, the reversal of existing temporary

differences, and available tax planning strategies. A valuation allowance is established for deferred tax assets that

are not expected to be realized, and adjustments to the valuation allowance are recorded in income tax expense

in the period such determinations are made. Tax assets and liabilities are not discounted. Amounts recognized in

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

consolidation scope. The effect of changes in tax laws or tax rates on deferred income tax assets and liabilities is

recognized in the period in which such changes are enacted. Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply in the periods in which temporary differences reverse.

Certain tax credits, including research and development tax credits, are accounted for as a component of income

tax expense in accordance with ASC 740, Income Taxes.

Uncertain Tax Positions

We record uncertain tax positions in accordance with ASC 740, which requires a two-step process in which

determinations are made (i) whether it is more likely than not that the tax positions will be sustained on the basis

of the technical merits of the position and (ii) for those tax positions that meet the more-likely-than-not recognition

threshold, we recognize the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate

settlement with a tax authority. We recognize interest and penalties related to unrecognized tax benefits within the

income tax expense line in our consolidated statement of operations. Accrued interest and penalties are included

within the related tax liability in the consolidated balance sheet.

Earnings Per Share

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

Parent Company, Criteo S.A., by the weighted average number of shares outstanding during the period. Diluted

earnings per share ("Diluted EPS") is calculated by dividing the net income attributable to shareholders of the

Parent company, Criteo S.A., by the weighted average number of shares outstanding, including the dilutive effect

of share-based awards as determined under the treasury stock method, during the period.

Reclassifications

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

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

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

year ended December 31, 2023, this change resulted in a reclassification of$40.4 million between Other Taxes

Receivables and Other Taxes Payable.

Recently Adopted Accounting Pronouncements

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

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

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

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

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

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

entity's effective tax rate reconciliation as well as information on income taxes paid. The adoption of this ASU was

applied on a prospective basis and did not have a material impact on our consolidated financial statements. See

Note 17 Income Taxes for more information.

Accounting Pronouncements Not Yet Adopted

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

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

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

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

statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software,

which simplifies the capitalization guidance by removing the references to project stages, among other changes.

The new standard is effective for annual periods beginning after December 15, 2027. We are currently evaluating

the impact of the adoption of this standard on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants, Accounting for Government Grants

received by Business Entities, which establishes guidance for business entities on how to recognize, measure,

present and disclose government grants received. The new standard is effective for annual periods beginning

after December 15, 2028. We are currently evaluating the impact of the adoption of this standard on our

Note 2. Restructuring and Other Exit Costs

From time to time, the Company may initiate restructuring actions designed to improve operational efficiency, optimize its

cost structure, and better align its workforce and operations with business needs and strategic priorities. These actions

may include workforce reductions and other organizational realignments intended to support the Company’s long-term

objectives. The Company records employee severance and other termination costs that meet the requirements for

recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712,

Compensation – Nonretirement Postemployment Benefits, as applicable.

A summary of our Restructuring and Other Exit costs activity is presented as follows:

During the year ended December 31, 2025, the Company implemented a cost-reduction plan designed to improve

operating efficiency and align its cost structure with revenue levels. The Company incurred approximately$3.0 million of

restructuring costs during 2025 related to this plan, primarily reflected within Salesand Operations expense.

For the year ended December 31, 2024, we implemented several measures to pursue greater efficiency, including

planned layoffs to further reduce our company size by approximately 100 employees ("2024 Restructuring Plan"). The

Company incurred restructuring costs of$8.5 million for the year ended December 31, 2024, of which$1.9 million was

included in Research and Development expenses,$1.6 million was included in Sales and Operations expenses, and

$5.0 million was included in General and Administrative expenses.

For the year ended December 31, 2023, we announced planned layoffs to reduce our company size by approximately 250

employees across the Retail Media and Performance Media segments ("2023 Restructuring Plan"). The Company

incurred restructuring costs of$23.0 million for the year ended December 31, 2023, of which$3.5 million was included in

Research and Development expenses,$13.9 million was included in Sales and Operations expenses, and$5.6 million

was included in General and Administrative expenses.

Note 3. Segment information

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

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

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

through the followingtwo segments: Retail Media and Performance Media.

–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the

purchase and sale of retail media digital advertising inventory and audiences, and services.

–Performance Media: This segment encompass our targeting capabilities and supply and AdTech services.

The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and

assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's

segment profitability measure and reflects our gross profit plus other costs of revenue.

The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other

expense nor financial information for ourtwo segments.

The following table shows revenue by reportable segment:

The following table shows TAC by reportable segment:

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

Consolidated Statements of Operation:

Note 4. Financial instruments

Fair value measurements

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

input within the fair value hierarchy:

Investment Securities

The following table presents for each reporting period, the breakdown of investment securities held at cost basis:

The gross unrealized gains or (loss) on our investment securities were not material as of December 31, 2025 ,2024 and

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

the maturity of the expected cash flows.

The following table classifies our held-to-maturity securities by contractual maturities:

Our investments in nonmarketable equity securities were not material for the year ended December 31, 2025.

Note 5. Trade Receivables

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

Changes in allowance for doubtful accounts are summarized below:

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

During the years ended December 31, 2025,2024 and 2023, the Company recovered $4.5 million,$7.6 million and

$1.4 million, previously reserved for, and accounted for this as a reversal of provision.

During 2025, a large US retailer – that is a customer primarily in the Company's Performance Media segment –

experienced financial difficulty and subsequently filed for bankruptcy. As of year end 2025, the Company recorded a full

allowance for$5.9 million for the related receivables.

Note 6. Other Current and Noncurrent Assets

The following table presents the components of prepaid expenses andother current assets, net, for the periods

presented:

Prepayments to suppliers include capitalized costs related to the implementation of cloud computing arrangements that

are service contracts and are amortized on a straight-line basis over the term of the associated hosting arrangements. As

of December 31, 2025 and 2024, the gross capitalized costs were$25.6 million and$18.7 million, respectively. For the

years ended December 31, 2025, 2024 and 2023 amortization expense was$9.5 million,$7.6 million and$5.3 million

respectively.

Other current assets include an indemnification receivable of $5.5 million related to a legal matter, restricted cash, and

other non-trade receivables. As of December 31, 2025 and 2024, restricted cash was$0.3 million and$0.3 million,

respectively.

Other noncurrent assets as of December 31, 2025 and 2024 of$45.7 million and$61.2 million are primarily comprised of

the indemnification asset of$37.2 million and$50.0 million, respectively, recorded against certain tax liabilities related to

the Iponweb Acquisition.

Note 7. Property and Equipment, Net

Major classes of property and equipment were as follows:

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

Depreciation expense for 2025,2024 and 2023 was$33.3 million,$41.1 million and$51.4 million, respectively.

Note 8. Intangible assets

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

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

31, 2025 and 2024. Impairment expense of$2.5 million and$5.7 million has been recognized for the year ended

December 31, 2025 and 2024 in Research and Development Expense in the Consolidated Statement of Operations. No

material impairment expense was recognized during the year ended December 31,2023.

During the year ended December 31, 2025, the Company recorded accelerated amortization of$7.9 million and a

nonrecurring impairment charge of$0.9 million related to internally developed intangible assets following Alphabet Inc.'s

decision not to deprecate third-party cookies in Chrome.

Amortization expense was $89.0 million,$48.3 million and$33.4 million for the years ended December 31, 2025,2024

and 2023, respectively.

As of December 31, 2025, expected amortization expense for intangible assets for the next five years and thereafter is as

follows:

Note 9. Goodwill

Goodwill allocated to thetwo reportable segments and the changes in the carrying amount for the years ended December

31, 2025 and 2024 were as follows:

Note 10. Financial Liabilities

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

December 31, 2025 and 2024 are presented in the table below:

The Bank Syndicate Revolving Line of Credit is an unsecured sustainability-linked facility, subject to financial and

nonfinancial covenants linked to our sustainability goals. As of year-end December 31, 2025, and 2024, we were in

compliance with the required covenants.

As of December 31, 2025, and 2024, no amounts have been drawn or are outstanding under the Revolving Credit Facility.

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

authorization to draw up to a maximum of€21.5 million ($25.3 million) in the aggregate under the short-term credit lines

and overdraft facilities. As of December 31, 2025, and 2024 we had not drawn on any of these facilities. Any loans or

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

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

such facilities on short notice.

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

rate fluctuations.

The following table shows the maturity ofour financial liabilities:

Note 11. Leases

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

lease periods expiring between 2026 and 2036. The components of lease expense are as follows:

As of December 31, 2025, future minimum lease payments are as follows:

The weighted average remaining lease term and discount rates as of December 31, 2025 and 2024 are as follows:

Supplemental cash flow information related to our operating leases is as follows for the period December 31, 2025,2024

and 2023:

As of December 31, 2025, we have additional operating leases, that have not yet commenced which will result in additional

operating lease liabilities and right of use assets:

These operating leases will commence during the fiscal year ending December 31,2026.

Note 12. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:

Accounts payable relating to capital expenditures are primarily related to the purchase of datacenter equipment.

Other noncurrent liabilities are presented in the following table:

Refer to Note 17 Income Taxes for more information on the uncertain tax positions.

Note 13. Employee Benefits

Defined Benefit Postretirement Plans

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

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

The following table summarizesthe changesin the projected benefit obligation:

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

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

Defined Contribution Plans

The Company also provides qualified defined contribution plans primarily in France, the United States, and the United

Kingdom. The most significant of these plans is the 401(k) Plan, which covers eligible U.S. employees. Employees can

contribute to the plans a specified percentage of their eligible compensation, subject to matching contributions from the

Company on behalf of the eligible employee. The following table shows the Company's agreed contributions, reported in

the Consolidated Statement of Operations for the period.

Note 14. Common shares and Treasury stock

Change in Number of Shares

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

(2) Adopted by the Board of Directors on December 8, 2025

Note 15. Share-Based Compensation

Equity awards Compensation Expense

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

(1)The periods ended December 31, 2025 and 2024, are presented net of$5.8 million and$4.0 million, respectively, capitalized stock-based compensation

relating to internally developed software.

During the year ended December 31, 2025, the departures of the Company’s former Chief Executive Officer and Chief

Revenue Officer resulted in the forfeiture of unvested stock-based compensation awards of both restricted and

performance based awards. As a result, the Company reversed $4.5 million of previously recognized stock-based

compensation expense, which is reflected, respectively as a reduction of$3.4 million in General and Administrative

expense and a reduction of$1.1 million in Sales and Operations, for theyear ended December 31, 2025. The summary of

the forfeitures by award type is presented in the tables below.

Thebreakdown of the equity award compensation expense by instrument type wasas follows:

(1)The periods ended December 31, 2025 and 2024, are presented net of$5.8 million and$4.0 million, respectively, capitalized stock-based compensation

relating to internally developed software.

A detailed description of each instrument type is provided below.

Restricted Stock Units and Performance Stock Units

During the year ended December 31, 2025, the Company granted new equity awards under our current equity

compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the

Company’s senior executives, which are subject to the achievement of certain performance goals (“Financial PSU”) or to

share price metrics tied to total shareholder return (“TSR PSU”).

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service. The grant date fair value is

determined by the Company's Nasdaq share price the day prior to the grant.

The RSUs generally vest over afour-year period, with expense recognized on a graded vesting basis over the requisite

service period for each separately vesting tranche. A total of 2,465,484 shares have been granted under this plan in the

year 2025, with a weighted-average grant-date fair value of$29.14.

As of December 31, 2025, the Company had unrecognized stock-based compensation relating to restricted stock units of

approximately$78.9 million, which is expected to be recognized over a weighted-average period of 3.1 years.

Performance Stock Units

Performance stock units (PSUs) are subject to either internal financial performance conditions or external market

Financial PSUs

Financial PSUs are earned based on the achievement of certain financial metrics, including Contribution ex-TAC,

Contribution ex-TAC of Retail Media and Adjusted EBITDA. In the period ending December 31, 2025, a total of 217,239

shares have been granted at target with a vesting period ofthree years. The target shares are subject to a range of vesting

from 0% to 200% based on the performance of internal financial metrics, for a maximum number of shares of 434,478. The

grant-date fair value is determined by the Company's Nasdaq share price the day prior to the grant. The weighted average

grant-date fair value of those plans is$28.27 per share for a total fair value of approximately $6.1 million, to be expensed

on a straight-line basis over the respective vesting period.

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

As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units

of approximately$3.9 million, which is expected to be recognized over a weighted-average period of 2.6 years.

TSR PSUs

TSR PSUs are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index, and

certain other vesting conditions. In the period ending December 31, 2025,217,239 shares have been granted at target

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

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

434,478. The grant-date fair value is approximately$12.4 million, to be expensed on a straight-line basis over the

respective vesting period.

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

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

As of December 31, 2025, the Company had unrecognized stock-based compensation related to performance stock units

based on market conditions of$11.5 million, which is expected to be recognized over a weighted-average period of 1.8

years.

Modification of Performance Stock Units

On December 22, 2025, the Board of Directors approved modifications to the terms of certain outstanding and unvested

PSUs previously granted, as further described below.

The modification of Financial PSUs amended the performance targets to allow for previously unvested and unearned

performance awards that were not probable to vest, to vest, subject tothree-year service period. This modification

pertained to allnine grantees and was accounted for as an improbable-to-probable Type III modification under ASC 718,

Compensation - Stock Compensation, resulting in no incremental compensation expense. The fair value of the modified

performance awards was estimated using the closing stock price on the date of modification.

The modification of TSR PSUs replaced the market condition with financial performance conditions to be determined at a

later date, subject tothree-year service period. This modification pertained togrants awarded to our Chief Executive Officer

and was accounted for as a probable-to-probable Type I modification under ASC 718, resulting in incremental

compensation expense of$0.4 million, over the remaining service period, of which an immaterial amount was recognized

during year-end December 31, 2025. The incremental fair value of the modified awards was measured as the difference

between the fair value of the modified award and the fair value of the original award as of the modification date.

Lock-up shares

On August 1, 2022, the Company transferred 2,960,243 treasury shares (the “Lock-up Shares”) to the Iponweb Founder as

partial consideration for the Iponweb acquisition. These shares were accounted for as share-based compensation in

accordance with ASC 718, using the Nasdaq weighted average share price on the grant date, and the related expense was

recognized within Research and Development in the Consolidated Statement of Income. As of December 31, 2024, all

Lock-up Shares were fully vested, and there wasno remaining unrecognized stock-based compensation expense related

to these awards.

Nonemployee warrants

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

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

fair market value of common stock on the date of exercise. During the period ended December 31, 2025 there wereno

exercises of nonemployee warrants.

No new nonemployee warrants were granted in the year ending December 31, 2025. As of December 31, 2025, all

instruments have fully vested.

Stock Options

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

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

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

of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised was$0.4 million,

$0.8 million and$0.2 million for the years ended December 31, 2025,2024 and 2023, respectively.

No new stock options were granted in the year ending December 31, 2025 and December 31, 2024. As of December 31,

2025, there wasno remaining unrecognized stock-based compensation related to unvested stock options.

Note 16. Financial and Other Income and Expenses

The condensed consolidated statements of income line item “Financial and Other Income (Expense)” can be broken down

as follows:

The$0.8 million financial and other income for the period ended December 31, 2025 was mainly driven by interest income

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

the financial expenses related to our€407 million available Revolving Credit Facility ("RCF").

The$3.1 million financial and other income for the period ended December 31, 2024 was mainly driven by interest income

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

accretion of the earn-out liability related to the Iponweb acquisition, and the financial expense relating to our€407 million

available RCF.

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

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

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

financial expense relating to our€407 million available RCF.

Note 17. Income Taxes

The components of income from continuing operations before income taxes and the related provision for income taxes,

disaggregated between domestic and foreign operations, are as follows:

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

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

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

to adopt a minimum effective tax rate. As of December 31, 2025 and 2024, the adoption of Pillar Two resulted in an impact

of$0.7 million and$3.0 million respectively recognized in Provision for income taxes within the Consolidated Statement of

Operations. The Company will continue to assess the ongoing impact of Pillar Two as additional guidance becomes

available.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant changes to both U.S.

domestic and international tax provisions. The legislation did not have a material impact on our income tax expense for the

year ended December 31, 2025 and did not have a material impact on our effective income tax rate.

Reconciliation of the French Statutory Income Tax Rate to the Effective Income Tax Rate

The following tables shows the reconciliation between the effective and standard French rate of 25.8% after the adoption of

ASU 2023-09 is as follows:

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

A reconciliation of the provision for income taxes to the amount computed by applying the 25.8% French statutory income

tax rate to income before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

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

Deferred Tax Assets and Liabilities

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

Amounts recognized in our Consolidated Financial Statements are calculated at the level of each subsidiary within our

deferred income taxes amounted to 19.0 million,27.6 million and 29.8 million, respectively, which related mainly to Criteo

Corp. ($5.9 million,$5.9 million and$5.7 million, respectively), Criteo Brazil ($0.0 million,$0.0 million and$2.7 million,

respectively), Criteo UK ($0.0 million,$9.3 million and$10.7 million, respectively), Criteo Singapore ($0.0 million,

$0.0 million and$1.2 million, respectively), Criteo Australia Pty ($4.0 million,$2.9 million and$2.9 million, respectively) and

Criteo France ($9.0 million,$8.7 million and$5.0 million, respectively).

During the year ended December 31, 2025, the Company released a valuation allowance of approximately$9.7 million

related to deferred tax assets in the United Kingdom, primarily as a result of sustained profitability.

The Company mainly has net operating loss carryforwards in the U.S. for$35.4 million in various states, which begin to

expire in 2031 and net operating loss carryforwards in the United Kingdom for$30.4 million, which have no expiration date.

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

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

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

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

As of December 31, 2025, we havenot provided deferred taxes on unremitted earnings related to foreign subsidiaries. We

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

such amounts.

Uncertain Tax Positions

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

December 31, 2025,2024 and 2023:

During the year ended December 31, 2025, the Company recorded an unrecognized tax benefit of approximately$8.4

million related to certain income tax positions associated with stock-based compensation, based on management’s

evaluation of the relevant facts and circumstances as of December 31, 2025, in accordance with ASC 740.

The Company files income tax returns in France, the United States (at the federal and state levels), and various other

foreign jurisdictions, and is subject to income tax examinations by tax authorities in these jurisdictions. The Company is

currently under examination in France for the 2022 and 2023 tax years. Other tax years and jurisdictions remain subject to

examination under applicable statutes of limitations. The ultimate resolution of uncertain tax positions depends on the

interpretation of applicable tax laws and regulations and may be affected by future developments, including examination

outcomes, changes in facts and circumstances, or the expiration of applicable statutes of limitations. Management

evaluates uncertain tax positions based on the relevant risks, facts, and circumstances existing at each reporting date and

believes that the recorded liabilities adequately reflect these uncertainties. Actual outcomes may differ from management’s

estimates and could affect the Company’s effective income tax rate in future periods.

Cash Paid For Income Taxes

The following table presents the Company’s cash income taxes paid (net of refunds), including the total amount and

amounts paid in individual foreign jurisdictions that exceeded 5 percent of total cash income taxes paid:

Note 18. Earnings Per Share

Basic Earnings Per Share

The components of Basic EPS for the years ended December 31,2025,2024 and 2023, were as follows:

Diluted Earnings Per Share

Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based compensation plans using

the treasury stock method. There were no other potentially dilutive instruments outstanding as of December 31,2025,2024

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

For each period presented, a contract to issue a certain number of shares (i.e., stock options and nonemployee warrants)

was assessed as potentially dilutive, if it was “in the money” (i.e., the exercise or settlement price is lower than the average

market price).

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

potentially dilute EPS in the future are as follows:

Note 19. Commitments and contingencies

Contractual Commitments

We have$68.4 million of non-cancelable contractual commitments as of December 31, 2025, which are primarily related to

software licenses, maintenance and bandwidth for our servers.

The following is aschedule, by years, of non-cancelable contractual commitments as of December 31, 2025 :

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

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

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

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

diversion of management resources and other factors.

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

Legal and Regulatory Matters

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

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

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

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

against Criteo from the original amount of€60 million ($70.5 million) to€40 million ($47.0 million). Criteo issued the

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

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

(Conseil d’Etat).

Aspreviously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. District Court for

the Northern District of California) alleging violations of various state and federal laws. In the third quarter of 2025, the

Company agreed to settle the matter for$7.0 million, subject to court approval. GoodRx agreed to indemnify the Company

for$5.5 million, subject to court approval of the settlement with plaintiffs. In January 2026, the court denied approval of the

proposed settlement. The Company continues to engage in discussions with the plaintiffs and GoodRx to address the

Judge’s requests and re-file the settlement agreement. Based on management's assessment of the underlying facts and

circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the

Company recognized an estimated probable loss of$7.0 million within “Contingencies-current portion” as of December 31,

2025 and an indemnification receivable of$5.5 million within “Prepaid expenses and other current assets”. The resulting

estimated net probable loss of$1.5 million was recognized within “General and administrative expenses” in the Company’s

inherently uncertain and it is reasonably possible that the ultimate loss may differ from our estimate.

On July 9, 2025, a putative class action was filed against the Company, CVS and others in the U.S. District Court for the

Central District of California, alleging violations of various laws regarding sensitive health and personal information. On

October 27, 2025, the action was dismissed with respect to the Company. On November 7, 2025, a second amended

putative class action complaint was filed against the Company, CVS and others in the U.S. District Court for the Central

District of California, again alleging violations of various laws regarding sensitive health and personal information. The

plaintiffs seek damages and injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves

vigorously in these matters. On January 30, 2026, the plaintiff filed a stipulation to dismiss the case, and the parties are

currently engaged in mediation.

On October 17,2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for

the District of Delaware. The complaint was served to the Companyon October 21, 2025. The plaintiffs seek damages and

injunctive relief. We dispute the allegations of wrongdoing and intend to defend ourselves vigorously in these matters.

Non income tax risks

During the year ended December 31, 2025, management reassessed the provision related to certain non-income tax

matters recognized under ASC 450, Contingencies, reducing the balance from$31.9 million to$22.7 million. These risks

were initially identified and recognized as part of the Iponweb Acquisition in 2022. In accordance with the purchase

agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an

indemnification asset has been recorded. The indemnification asset is recorded as part of "Other noncurrent assets" on the

Note 20. Breakdown of Revenue and Noncurrent Assets

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

2025,2024 and 2023:

The Company operates inthree geographical markets:

•Americas: North and South America;

•Europe, Middle-East and Africa; and

•Asia-Pacific.

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

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

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

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

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

Note 21. Subsequent Events

Share Repurchase Program extension

On February 6, 2026, the Board of Directors approved an increase to the Company’s share repurchase program for the

Company’s outstanding American Depositary Shares. As of February 6, 2026, following this approval, the remaining

authorization under the program was up to$200 million. The Company intends to use repurchased shares under this

program primarily to satisfy employee equity plan vesting in lieu of issuing new shares, which would limit future dilution to

shareholders, and may also use such shares in connection with potential acquisition transactions.