Criteo S.A.

History and Development of the Company

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. We are

registered at the Paris Commerce and Companies Register under the number 484 786 249. Our agent for service of

process in the United States ("U.S.") is National Registered Agents, Inc.

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.

Business Overview

Criteo connects the global commerce ecosystem for brands, agencies, retailers, and media owners to drive measurable

business outcomes. Powered by Artificial intelligence ("AI") and informed by $1 trillion in annual commerce transactions,

our technology enables discovery, engagement, and conversion across the shopper journey. We reach shoppers wherever

they are with personalized advertising and deliver the outcomes that matter most to brands.

All of this is powered by our unique commerce data foundation and AI-driven performance engine that increasingly acts as

an orchestration platform and decisioning layer across the ecosystem, operating at global scale.

We deliver value to marketers and media owners through our Commerce Intelligence Platform, which combines scalable

commerce data, broad media access, and predictive AI to reach and engage shoppers in real time with highly relevant ads.

In 2025, wepowered over $39 billion in commerce outcomes, activated more than $4.3 billion of media spend, and

delivered 2 trillion targeted ads across the open internet and retailer ecosystems.

Our platform serves approximately 17,000 clients, including leading global brands, retailers, and media owners. In

Performance Media, we help them capture user activity on their websites and mobile apps, referred to as digital properties,

and translate that intent data into actionable insights. This enables our clients to deliver high-performing campaigns across

all stages of the marketing funnel, from discovery to conversion. In Retail Media, we help brands reach consumers near the

digital point of sale on retailer and marketplace sites, while enabling retailers to monetize their audiences and inventory.

Each of the last three years, our average client retention rate remained approximately 90%, demonstrating the durability of

our platform and relationships.

Criteo’s competitive advantage lies in three core assets:

1. Actionable Commerce Data: We curate one of the largest commerce data sets in the world, normalizing and

mapping over 5 billion SKUsto brands, merchants, and transactions. This gives us unique insight into people–

product relationships and purchase intent across categories and channels.

2. Extensive, Cross-Channel Media Access: We reach approximately 740 million daily active users through direct

integrations with thousands of media owner partners, and more than 3 billion daily active users through social

media networks, enabling advertisers to engage shoppers at scale while maintaining the highest standards of

consumer privacy.

3. Proprietary Predictive AI: With over two decades of AI innovation, our models continuously learn from billions of

shopping interactions, including product views, clicks, shopping carts and transactions, optimizing campaigns in

real time to deliver superior outcomes for our clients.

Every day, our algorithms analyze vast amounts of commerce data to predict intent, personalize ad creatives, and optimize

bids, all in compliance with global privacy standards such as the General Data Protection Regulation (“GDPR”) and

California Consumer Privacy Act of 2018 (the “CCPA”). This continuous learning loop improves performance and

strengthens our platform’s intelligence over time.

Criteo operates at the intersection of commerce, media, and technology, uniquely positioned to capture the next wave of

growth in digital advertising. As consumer journeys expand across retail media, the open web, social, connected television

("CTV"), and emerging AI-driven experiences, our platform enables advertisers to reach audiences wherever they shop,

and to do so with precision, scale, and trust.

Industry Trends

Criteo operates at the center of profound shifts in the digital advertising and commerce ecosystems. Consumer attention

continues to fragment across devices, channels and emerging AI-driven environments, creating both complexity for

marketers and opportunity for Criteo. Our goal is to engage consumers wherever they are in their shopping journeys and to

help brands, agencies and retailers deliver measurable outcomes across retail media, the open internet, mobile, social

platforms, online video and CTV.

Several secular trends continue to shape our industry and inform our strategy.

Ecommerce growth and digital transformation

Global ecommerce continues to expand rapidly. According to eMarketer, retail ecommerce penetration is expected to reach

23% in 2027, up from 20% in 2024. This sustained growth is creating more advertising inventory in digital commerce

environments and driving continued shifts in marketing budgets toward measurable, data-driven channels. Today

approximately 75% of retail media ad spend in the U.S. is concentrated on Amazon, which accounts for roughly one third of

ecommerce gross merchandise value. As more brands diversify their media investments beyond Amazon, the opportunity

for independent retail media networks continues to grow.

Budgets shifting to Retail Media

Retail Media remains one of the fastest growing segments in digital advertising. Brands are reallocating budgets from

traditional shopper marketing, trade marketing and upper-funnel media toward retail media because of its proximity to the

point of sale and its closed-loop measurement capabilities. Retail media networks are also benefiting from share shifts

within digital budgets as advertisers move spend from search and social platforms to channels with higher performance

and transparency.

Connected television and performance advertising

CTV has become the second fastest growing advertising channel after retail media. As audiences migrate from linear TV to

streaming, marketers increasingly demand measurable, performance-oriented solutions for CTV that can be optimized like

digital media. The ability to leverage commerce data to reach qualified audiences and measure campaign impact positions

Criteo to capture this next wave of performance-driven CTV advertising.

Agentic AI and the evolution of shopping

Agentic AI is emerging as a natural extension of how consumers discover and choose products online. AI-powered

assistants and shopping agents are beginning to guide people through product discovery and decision-making in more

personalized and efficient ways. Scaled and differentiated commerce data will be essential in this environment, allowing AI

systems to surface relevant products and recommendations in real time. Criteo’s combination of deep commerce data,

proprietary AI infrastructure and real-time activation capabilities positions us to support advertising that integrates naturally

into these evolving consumer experiences.

1 Source: McKinsey, Magna Global, eMarketer, GroupM

Addressable Market

Criteo’s addressable market continues to expand as our platform reaches more channels and touchpoints across the

shopper journey. Our Commerce Intelligence Platform enables advertisers to engage consumers wherever they are across

retail media, the open internet, mobile, social, online video and CTV, unlocking a broader share of global advertising

budgets. As commerce becomes increasingly distributed and measurable, we are positioned at the center of this shift,

connecting brands, retailers and media owners through data, AI and scaled activation.

In Retail Media, excluding Amazon and China, our Serviceable Available Market ("SAM") is expected to reach

approximately $42 billion in advertising spend by 2026 and $50 billion by 2027, reflecting a compound annual growth rate

of about 20%. Including Amazon and China, the Total Addressable Market ("TAM") is projected to reach approximately

$204 billion by 2027.1 As more retailers scale their media networks and brands increase investment in on-site and off-site

retail media, Criteo’s global reach and integrations position us well to capture this expanding share of spend.

In Performance Media, advertisers continue to prioritize measurable outcomes across the full marketing funnel, reallocating

spend from traditional and walled-garden environments towards solutions that combine precision targeting, automation and

closed-loop measurement. We estimate that our SAM in performance media will reach approximately$143 billion by 2026

across addressable channels.

Our platform continues to expand across additional channels, including social, CTV and emerging agentic AI environments,

which represent newer areas of growth for Criteo. By applying our commerce data and AI capabilities across these

environments, we maintain consistent performance throughout the consumer journey. This broader channel reach naturally

expands our TAM and reinforces Criteo’s ability to capture a growing share of global digital advertising spend.

Criteo's Commerce Intelligence Platform

Over the past several years, Criteo has been transforming from a single-channel, managed-service point solution in

performance marketing into a full-funnel, cross-channel, self-service commerce AI platform.

We offer marketers, agencies, retailers and media owners a unified platform for first-party data activation and monetization.

The platform provides a holistic suite of solutions powered by advanced AI and activates one of the world’s largest sets of

commerce data to predict outcomes and deliver targeted advertising throughout the buyer journey, from discovery to

purchase. Criteo’s data advantage lies in the scale, granularity and normalization of its commerce data, which enables

precise audience targeting and measurable performance.

Our technology is designed to drive trusted and impactful business results efficiently and at scale for advertisers, retailers

and media owners. These outcomes include driving discovery of our clients’ brands, products and points of purchase,

enabling effective customer acquisition and engagement within their commerce environments, increasing the volume of

product sales and strengthening post-sale loyalty and lifetime value.

For media owners and retailers, our platform also enhances monetization by driving incremental advertising revenue and

yield through the activation of their data and audiences with consumer brands, both directly and via indirect demand

partners.

Our Demand-Side Solutions

For advertisers and agencies, we deliver outcome-based advertising across the full funnel:

•Commerce Max is our suite of retail media demand-side tools that allow brands, agencies and retailers to plan

and buy media across retailer and open internet inventory with closed-loop, product-level measurement and return-

on-ad-spend optimization.

•Commerce Growth helps direct-to-consumer brands and agencies drive discovery, acquisition and retention

through full-funnel audience targeting powered by Criteo’s commerce data and AI modeling.

•GO is our self-service, AI-driven solution that automates campaign creation and optimization, enabling advertisers

to launch outcome-based, full-funnel, cross-channel campaigns quickly and efficiently while maintaining

performance standards.

Our Supply-Side Solutions

For media owners, we enable the enrichment and activation of first-party data and inventory.

•Commerce Yield provides monetization solutions that help retailers and marketplaces maximize the value of their

digital assets through inventory and data management, packaging, and in-depth insights.

•Commerce Grid is a commerce-focused Supply Side Platform ("SSP") for media owner data and inventory

monetization. It powers Commerce Growth, enables access to commerce and retailer audiences with full Demand

Side Platform ("DSP") interoperability and provides a programmatic path to retail media at scale.

Synergies across our platform drive greater scale, flexibility and value for our partners.

Our Segments

We report results across two operating and reportable segments: Performance Media and Retail Media.

Performance Media encompasses commerce activation, monetization and services that enable advertisers to reach and

convert consumers across channels. Performance Media helps brands and agencies achieve measurable results across

the full funnel, from discovery to conversion and retention, using outcome-based advertising powered by our AI-driven

Commerce Growth (managed-service) and GO (self-service) solutions.

Performance Media supports a wide range of business objectives, including:

•Driving brand and product discovery and new customer acquisition by targeting commerce audiences with high

purchase intent;

•Attracting qualified traffic to client points of purchase across the open internet, mobile and CTV;

•Increasing conversion and sales through personalized ads informed by commerce data; and

•Strengthening customer loyalty by re-engaging existing shoppers with relevant product recommendations.

We are focused on the following strategic priorities that are expected to reaccelerate growth:

•Cross-channel expansion: Our goal is to meet consumers wherever they are, with social and CTV as key

priorities to deliver measurable outcomes. This diversification broadens our addressable market and unlocks new

sources of spend.

•Full-funnel capabilities: Commerce Audiences already enable precise targeting for acquisition and retention.

Expanding these solutions to include discovery audiences allows us to capture a larger share of advertising

budgets and deliver performance across the entire marketing funnel.

•Self-service scale: GO provides advertisers with tools to automate and optimize campaigns efficiently, driving

sustainable scale among small and mid-sized clients while reducing our cost to serve and supporting partnership-

driven demand, including through our Shopify integration.

The rise of agentic AI is a natural extension of our strategy. Intelligent assistants are starting to guide people through their

shopping journeys, helping them discover, compare, and choose products in new ways. We see this as another channel

where brands will want to engage, because every major shift in digital has created more fragmentation.

Our technology enables advertisers to manage cross-channel campaigns through a unified self-service interface, with full

visibility into performance and return on ad spend. For larger clients, we also offer managed-service options that provide

advanced analytics, insights and strategic guidance.

Performance Media operates primarily on a cost-per-thousand-impressions ("CPM") basis, purchasing inventory

programmatically through direct publisher relationships and real-time bidding exchanges. This model allows us to optimize

ad delivery in real time while maintaining flexibility and scale across our global media network.

2 Source: eMarketer

Retail Media enables retailers to generate high-margin advertising revenue from brands and agencies while helping those

same advertisers drive product sales on retailer sites. Retail Media connects brands to shoppers at the digital point of sale

through personalized ads that appear on retailer websites (on-site) and across the open internet (off-site).

Examples of expected business outcomes driven by Retail Media include:

•Generating advertising revenue for retailers on their online store, by providing retailers with self-service access

to our technology platform for them to monetize their ad inventory, commerce data, traffic and audiences directly

with consumer brands across various marketing goals;

•Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and

retailers and engaging consumerson the retailer's digital property with personalized ads offering specific brand

products available on the retailer's digital store and for which consumers have expressed interest; and

•Driving sales for consumer brand clients on the site of retailer partners, by connecting consumer brands and

retailers and engaging consumers outside of the retailer property on the open Internet with personalized ads

offering specific brand products available on the retailer's digital store and for which consumers have expressed

interest.

Retailers use our self-service technology to manage and monetize their audiences, traffic and ad inventory, while brands

and agencies use our demand tools to plan, activate and measure campaigns with closed-loop attribution. We typically

charge retailers a negotiated SSP fee and sometimes a technology fee, while brands pay us a negotiated DSP fee.

Our retail media ecosystem continues to grow through strategic partnerships and integrations that expand access to

demand. Partnerships with Google, Microsoft and Mirakl extend our reach to new advertisers and budget pools, while our

API partner program enables agencies and brands to access Criteo’s technology directly within the buying platforms they

already use.

For additional information regarding our segments, refer to Note 3, Segment information, in the Consolidated Financial

Statements in this Form 10-K.

Our Competitive Strengths

Commerce Data Assets

Our data assets include privacy-safe insights derived from our clients' proprietary commerce data about their own

consumers, such as transaction activity on their digital properties, giving us exposure to approximately$1 trillion in online

sales on a combined basis in 2025, representing approximately a third of the global retail ecommerce sales excluding

China 2, or$2.9 billion worth of transactions per day on average.

Through direct integration with our clients' digital properties and back-end systems, we obtain large volumes of consented

first-party data, expressed consumer shopping intent and engagement, and transactional data at individual product or

service levels, which do not rely on cross-site tracking technologies. The information we collect is anonymized and does

not enable us to personally identify any individual consumer.

Our high quality and scaled first-party data assets help fuel the accuracy of our algorithms, which improve with the

increasing quantity and quality of the data we obtain from our marketer and media owner customers and partners, as well

as insights gained through our own extensive operational history.

The combination of marketer data, media owner data and proprietary metadata gives us powerful insights into consumer

purchasing habits that we use to price media inventory and create relevant ads to drive user engagement and impactful

commerce outcomes for our clients. In addition, we seek to use as much relevant information as possible about the context

and intent of a given user, collected from customers and media owner partners, to further refine our prediction accuracy.

We believe our access to first-party commerce data validates the trust that our clients place in us and differentiates us.

Most of our clients typically provide real-time access to the products or services a visitor has viewed, researched, added to

their shopping cart, or bought from them, and continuously receive updated information on over 5 billion products or

services across 3,700 product categories, including pricing, images and descriptions. Many of our clients also provide us

with their customers' purchase history data in formats that preserve privacy.

We have built one of the world's largest and most open data sets focused on shoppers and their commerce activity across

retailers and brands, and their activity on media owners’ properties.

We prioritize openness by facilitating a reciprocal data exchange with our marketer and media owner clients. All

contributing parties benefit from the shared dataset through our platform, enhancing their advertising optimization.

Transparency is upheld through clear and permission-based data sharing within our data pools, ensuring mutual benefits

for all participants. We maintain high levels of data security and user privacy standards for the data we handle.

Our data collectives are designed to ensure fairness, ensuring that the value gained by each participant surpasses their

individual contribution, irrespective of size.

Consistent with our data minimization principles, our technologies only rely on categories of data that are strictly necessary

for the purpose of our services. This means that the user information we collect relates primarily to purchase intent. In

addition, we provide consumers with easy-to-use and easy-to-access mechanisms to control their advertising experience

and opt out of receiving targeted ads we deliver. This transparent, consumer-centric, and controllable approach to privacy

empowers consumers to make better-informed decisions about our use of their data.

We also actively encourage our clients and media owner partners to provide transparent and clear information to

consumers about our collection and use of data relating to the ads we deliver and monitor.

AI at Scale

AI is central to our ability to deliver measurable outcomes. It is also key to driving operational efficiency across our

The Criteo AI Lab was established in 2018 and is pioneering AI innovation with engineers, researchers and data scientists

who closely collaborate to deploy AI at scale through the Criteo AI Engine, and advance new AI technologies. The Criteo AI

Lab is recognized as a center of scientific excellence for its research on Deep Learning, Generative AI, Game theory AI,

Information Retrieval and Privacy Preserving Machine Learning.

The Criteo AI Engine is our proprietary AI infrastructure that leverages Criteo's data, with the goal of maximizing

consumer engagement to drive impactful business outcomes for clients through the delivery of highly relevant and

personalized ads in real time. A combination of diverse machine learning models, encompassing deep learning models,

among which Generative AI models powering the Criteo AI Engine to optimize each and every touch point on the

advertising journey, all the way from media planning to shopper conversion.

Our Model Context Protocol ("MCP") server provides the infrastructure for agentic commerce, demonstrating the

flexibility of our platform in new AI-driven workflows. MCP serves as a foundation for delivering product and shopper

information to AI agents in a real-time, structured and controlled way. It ensures continuously updated data with accurate

pricing and availability, optimized for inference precision, and accessible only to authorized partners under clearly defined

terms.

Our AI agents enable brands to generate audiences, set up and manage campaigns and surface insights instantly,

reducing friction across data workflows from natural language. For example, our audience agent is a conversational tool to

help marketers explore, build and refine audiences that match their campaign goals, budget, and ideal customer profiles.

Our Commerce Foundation Model is a large deep learning multimodal model designed to enhance all our specialized AI

models, including recommendation, bidding, keyword search and product categorization. Trained on Criteo’s extensive

commerce data across products, user timelines and contexts, the model will generate holistic embeddings that improve

prediction accuracy, training efficiency and scalability across use cases. This initiative positions Criteo at the forefront of

commerce intelligence, enabling faster model iteration, reduced training costs and improved performance across solutions.

Recommendation models build on top of our award winning Deep KNN (Deep K-Nearest Neighbour) technology, to

determine the specific products or services to include in the ad, based on shopper or shopper lookalikes past interactions

and media content. Deep KNN is Criteo's proprietary Vector Database technology that processes billions of products from

our client product feeds.

Dynamic Creative Optimization+ (DCO+) models optimize banners layout in real time, on a per impression, per user

basis. Our patented DCO+ technology offers unlimited personalization, generates and scores trillions of different ad

variations without the need to define ad sizes or layouts upfront, while always maintaining the consistency of our clients'

brand image. We work to build the next generation of DCO by blending our proprietary models with Generative AI models in

order to create exceptional advertising experiences for our clients’ consumers. Within our platform, Generative AI also

powers automation of creative editing in Criteo GO, enhancing productivity and enabling greater creativity.

Predictive bidding models compute the fair price for each potential ad to show. It does so by predicting a user’s

engagement with a given ad, while optimizing toward client campaign objectives. User engagement may range from site

visits, clicks, conversions, shopping basket value, specific product categories purchased, or even the gross margin of the

purchased product or service that our client generates from such purchase.

Sponsored Product placement models combine recommendation and predictive bidding algorithms to determine which

sponsored products to show on our Retail Media client search result pages, in response to a user’s search queries. As

those queries become multimodal, we are improving our sponsored product placement relevancy models accordingly,

enabling them to take as input plain sentences or images. Those major modelling advances are anticipated to unlock a

range of opportunities for marketers, who will be able to reach their consumers more broadly, including offline and online

conversational touchpoints (e.g., chatbots).

Our robust infrastructure continued to advance in 2025, combining scale, efficiency, and innovation to power our growing

AI-driven ecosystem. As of December 31, 2025, our 11 data centers operated 27,793 servers equipped with nearly 1

million CPU cores, more than 9 million GPU cores, and over 6.8 million GiB of memory. This evolution reflects a shift

towards more powerful and efficient architectures, enabling us to deliver greater computational performance with fewer

machines. This transformation strengthens our ability to support increasingly sophisticated AI models while maintaining a

leaner and more sustainable infrastructure footprint. By investing in high-density GPU servers and next-generation

hardware, we continue to expand the scale, speed, and capability of our platforms-ensuring our systems remain ready to

power the next wave of AI innovation.

Our Experimentation platform enables our Research & Development team to continuously tune our Criteo AI Engine via

experimentation and A/B tests. For example, in 2025, we performed about 2,449 online A/B tests and over 100,000 offline

experiments and tests. We use an online/offline testing platform to improve the capabilities and effectiveness of our

prediction models by measuring the correlation of specific parameters with user engagement, usually measured by

consumer visits, clicks and conversions, typically in the form of sales.

Media Supply

We provide our marketer clients with extensive real-time access to advertising placements through direct relationships with

thousands of media owner partners, as well as selective supply side partnerships. We define inventory as the combination

of desktop web, mobile web, mobile in-app display, social, online video, CTV, and ad inventory on major retail ecommerce

properties, including shoppable videos, standard banners, native and sponsored product formats.

Many of our direct publisher partners have granted us preferred access to portions of their inventory because of our ability

to effectively monetize that inventory. For example, within Retail Media, we access inventory and first-party data from

ecommerce sites that are generally not available to traditional advertising demand. We believe this inventory and data from

ecommerce retailers is particularly valuable for consumer brands looking to advertise their products in a multi-brand retail

environment.

We take a variety of brand safety measures to ensure that the brand equity of our clients is preserved at all possible times.

These measures include determining that each publisher's inventory meets our content requirements and those of our

clients to ensure that their ads are not shown in inappropriate content categories, such as, for example, adult, violence,

harassment or hate speech.

In addition, we are an active member of the Coalition for Better Ads, supported by Google, and are compliant with their

recommendations for user-friendly advertising formats. Criteo's AI powered contextual analysis engine is also integrated

with DoubleVerify IQ Advanced Solutions, a solution providing page-level pre-bid classification to clients across 26

standard brand safety categories. In recognition of our efforts to combat fraud and ensure a brand safe digital ecosystem

for our advertisers, Criteo has been independently certified by the Trustworthy Accountability Group for the Certification

Against Fraud and the Brand Safety Certification.

Privacy-by-Design Approach

We have long established and adopted Privacy-by-design as a central element of our technology and product design and

development cycles, with a strong commitment to ensuring best practices in privacy, security and safety for consumers and

our marketer and media owner customers. Since 2013, we have had a designated Data Privacy Officer along with a team

of privacy experts. These experts are part of our R&D and Product organizations and consider all facets of user privacy for

the design of any new technology, solution or feature of the Commerce Intelligence Platform. They also perform ongoing

Privacy Impact Assessments to monitor potential risks during the product lifecycle and proactively mitigate those risks.

Retail Media

Our Retail Media value proposition is unique in the market today as we bring global scale, flexible technology, and deep

connections to brand and agency demand. Our offering enables brands and agencies to reach valuable audiences on

retailer sites through on-site sponsored, auction-based display and shoppable video ads, while extending those audiences

off-site across the open internet with unified reporting and closed-loop measurement, including product-level sales

attribution. We provide a common platform for brands, agencies and retailers to buy and sell retail media at scale,

benefiting from network effects unique to our multi-retailer ecosystem. Unlike competitors supporting siloed retailer walled

gardens, Criteo connects multiple retailers and brands within one interoperable platform, allowing both sides to access

greater demand, inventory and budget opportunities. Our deep technical integrations with retailers make us an essential

part of their digital monetization strategies, enabling preferred or exclusive inventory access for brands and agencies and

delivering a superior shopping experience for consumers.

Our Retail Media vision is driven by a powerful flywheel: as more retailers join the platform, they attract greater brand

demand, which in turn brings additional retailers seeking access to that demand. Brands leverage retailers’ unique first-

party data to reach high-intent audiences and drive measurable product sales, while gaining insights into shopper behavior

and ad performance. This dynamic creates compounding value for all participants—boosting retailer revenue, improving ad

effectiveness for brands and enhancing the overall shopper experience.

Superior Insights and Measurement

We believe we have superior capabilities for Commerce Insights and measurement. Our MRC-accredited technology

provides our clients with the unique ability to measure against product sales at the product SKU level. For example, our

commerce insights can bring together organic shopping data with paid media metrics for brands.

Scaled Global Presence

We do business in 110 countries and have a direct operating presence through 26 offices in 19 countries. We have

achieved this global presence by replicating and scaling our effective business model across all geographic markets. Large

businesses are increasingly seeking global advertising partners able to provide comprehensive offerings that are effective

across multiple geographies. We believe we can meet this demand by leveraging our scalable AI technology and global

network of relationships and are well positioned to serve our clients in virtually every market in which they seek to drive

trusted, impactful and measurable business results and commerce outcomes.

Robust Financial Model

Our profitable and cash-generative financial model enables us to invest in growth while maintaining strong profitability. We

manage expenses with discipline and continue to expand operating leverage through the scaling of self-service solutions

and ongoing process optimization.

Our Business & Growth Opportunities

We have positioned the Company at the forefront of industry transformation, and our priority is to drive sustainable and

profitable growth for our business. This involves investing in the fast-growing ecommerce space and broadening our value

proposition to cover all marketing goals as part of our Commerce Intelligence Platform, driving measurable business

outcomes to our marketer and media owner clients.

We are further expanding ourgrowing retailer client base, becoming a platform of choice for agencies and brands and

reinforcing our performance advantage.

Our partner ecosystem is a critical part of Criteo’s moat and the unique value we provide to clients.

•Retail Media– We continue to unlock and broaden access to demand across our ecosystem. In 2025, Criteo

became Google’s first onsite Retail Media partner, marking a significant milestone in expanding advertiser reach.

We operate the world’s largest independent Retail Media API program, connecting with 14 leading buying partners

and integrating with major order management systems. In addition, our partnership with Mirakl Ads extends our

capabilities to third-party sellers and mid-to-long-tail advertisers, enabling them to participate efficiently in retail

media and access new sources of demand beyond traditional sales and media channels.

•Performance Media

▪Shopify Integration Criteo has an integration with Shopify through a marketing application that enables

eligible merchants to activate advertising campaigns using Criteo’s performance platform. This integration

supports the Company’s small and medium-sized business acquisition efforts and provides access to a

broader ecosystem of commerce merchants.

▪Measurement Initiatives Criteo continues to advance its measurement capabilities to enhance

transparency and performance insights for advertisers. These efforts include continued development of

incrementality measurement solutions and evaluation of complementary third-party partners to help

advertisers assess the impact of their media investments.

▪Waymark Partnership Criteo has partnered with Waymark to provide AI-generated video ads for clients

that do not have existing video assets. This partnership is intended to reduce creative production barriers

and support broader adoption of video formats across Criteo’s client base, enabling cross-channel

campaign expansion.

•Resellers- Criteo operates through reseller partners in select markets across Latin America, Eastern Europe,

Africa, Turkey, India, and Southeast Asia, extending the Company’s reach in regions where it does not have a

direct presence. Partner-managed markets delivered solid performance in 2025, growing revenue approximately

14% year-over-year. Additionally, approximately 20% of eligible advertisers in reseller-managed markets have

migrated to Criteo’s GO platform, reflecting early but meaningful adoption of the Company’s self-service

technology.

•1P Data- We have nearly 40 data platform and customer engagement platform partnerships enabling the

activation of first-party audiences across Performance Media and Retail Media.

We continue to have an active M&A pipeline, with a critical assessment on technologies and businesses that have the

potential to accelerate our strategy by enhancing, complementing or expanding our strategic capabilities, primarily through

technology and broadening our commerce intelligence capabilities across all channels.

Key criteria for acquisitions include demonstrated revenue growth, ability to create synergies with our existing platform or

customers, and ease of integration. We believe our entrepreneurial culture, growth opportunities, global scale, financial

profile, strong brand and market position enable us to be an attractive acquirer.

We plan to continue investing in business growth while improving productivity and efficiency through organizational

simplification and operational excellence, all while maintaining strong profitability. These initiatives are designed to drive

long-term, sustainable growth for Criteo. By increasing automation, scaling operations and leveraging advanced technology

to streamline processes, we aim to strengthen execution and enhance overall efficiency.

Infras tructure

Our ability to execute depends on our highly sophisticated global technology software and hardware infrastructure. As of

December 31, 2025, we manage our global infrastructure of servers through a global network of data centers.

Our global infrastructure is divided into three geographic areas: Americas, Asia-Pacific and EMEA, and our services are

delivered through one or more data centers that support each particular area. Within large areas, the data centers are

strategically placed to be close to our clients, publishers and users.

This provides the benefit of minimizing the impact of network latency within a particular geographic area, especially for

time-constrained services such as Real-Time Bidding.

In addition, we replicate data across multiple data centers in a given area to maximize availability and performance. We

also generally seek to distribute workload across multiple locations to avoid overloads in our systems and increase

reliability through redundancy. In addition, we consider sustainability factors as we evaluate our infrastructure footprint,

including prioritizing resource efficiency and clean energy to operate sustainable data centers.

As part of our growth strategy, some of our products rely on major public cloud providers. Performance, response time and

reach are driving how we manage cloud capacity.

We use multiple-layered security controls to protect Criteo AI Engine and our data assets, including hardware- and

software-based access controls for our source code and production systems, segregated networks for different

components of our production systems and centralized production systems management.

Our Clients

On the demand side for commerce media activation, our diversified client base consists of more than 3,500 established

brands and agencies, and more than 12,500 performance marketers, primarily in the retail, travel and marketplaces

verticals, and including some of the largest and most sophisticated commerce companies in the world. Client retention has

remained high, at approximately 90%, underscoring the resilience of our business model.

On the supply side for commerce media monetization, we power the Retail Media Networks of approximately 235 retailers,

as media owners. We also partner with approximately 75% of the top 100 ComScore publishers in our largest markets.

As of December 31, 2025, we had a total ofapproximately 17,000 clients. In 2025, approximately 30% of our client

relationships were held directly with the client and the remaining 70% with advertising agencies or other third-parties on the

Performance Media side of the business, whereas approximately 33% of our Retail Media revenue comes from agencies.

In 2025 and 2024, our largest client represented 5% and 5% of our revenue, respectively, andour largest 10 clients

represented 19% and 17% of our revenue in the aggregate, respectively.

There is no group of clients under common control or clients that are affiliates of each other constituting an aggregate

amount equal to 10% or more of our consolidated revenues, the loss of which would have a material adverse effect on

Criteo.

Our clients are serviced through a combination of direct and indirect approaches, including through brand agencies for

large clients, and performance agencies and resellers for midmarket clients.

Research and Development

We invest substantial resources in research and development to maintain our leading position in AI innovation and agentic

commerce. Aside from the walled garden platforms, we have one of the largest R&D teams in the AdTech industry and our

Criteo AI Lab pioneering innovations in computational advertising. Our engineering group is primarily located in research

and development centers in France, the U.S., Canada, Cyprus, Germany, Romania and Armenia.

We expect to continue to expand our technological capabilities in the future and to invest significantly in continued research

and development and new solutions. We had 1,181 employees primarily engaged in Research and Development and

Product as of December 31, 2025. Research and development expenses, including expenses related to AI innovation and

the Product group, totaled$283.3 million,$279.3 million and$242.3 million for 2025, 2024 and 2023, respectively.

Intellectual Property

Our intellectual property rights are a key component of our success. We rely on a combination of patent, trademark,

copyright and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain

and protect our proprietary rights.

Intellectual property laws, together with our efforts to protect our proprietary rights, provide only limited protection, and any

of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated. The laws of

certain countries do not protect proprietary rights to the same extent as the laws of France and the U.S. and, therefore, in

certain jurisdictions, we may be unable to protect our proprietary technology.

Agreements with our employees and consultants may also be breached, and we may not have adequate remedies to

address any breach. Further, to the extent that our employees or consultants use intellectual property owned by others in

their work for us, disputes may arise as to the rights to know-how and inventions relating thereto or resulting therefrom.

Finally, our trade secrets may otherwise become known or be independently discovered by competitors and unauthorized

parties may attempt to copy aspects of the Criteo Commerce Intelligence Platform or obtain and use information that we

regard as proprietary.

As of December 31, 2025, we held 33 patents issued by the U.S. Patent and Trademark Office and various foreign

counterparts, and had filed three non-provisional patent applications in the U.S. and Europe. We also own and use

registered and unregistered trademarks on or in connection with our products and services in numerous jurisdictions. In

addition, we have also registered numerous internet domain names.

Our industry is characterized by the existence of patents and occasional claims and related litigation regarding patent and

other intellectual property rights. In particular, leading companies in the technology industry have extensive patent

portfolios. From time to time, third parties, including certain of these leading companies, have asserted and may assert

patent, copyright, trademark and other intellectual property rights against us, our clients or our publishers. Litigation and

associated expenses may be necessary to enforce our proprietary rights.

Privacy, Data Protection and Content Control

Legal and Regulatory

Privacy and data protection laws play a significant role in our business. The regulatory environment for the collection and

use of consumer data by advertising networks, advertisers and publishers is frequently evolving in the U.S., Europe and

elsewhere. The U.S. and foreign governments have enacted, considered or are considering legislation or regulations that

could significantly restrict industry participants’ ability to collect, augment, analyze, use and share personal data, such as

by regulating the level of consumer notice and consent required before a company can utilize cookies or other tracking

technologies.

In the U.S., at both the federal and state level, there are laws that govern activities such as the collection and use of data

by companies like us. At the federal level, online advertising activities in the U.S. have primarily been subject to regulation

by the Federal Trade Commission, or the FTC, which has regularly relied upon Section 5 of the Federal Trade Commission

Act, or Section 5, to enforce against unfair and deceptive trade practices, including alleged violations of consumer privacy

interests. Various states have also enacted legislation that governs these practices. The U.S. privacy law framework may

be subject to significant evolutions in the near future both at a federal and at a state level.

In 2018, the State of California adopted the CCPA, which went into effect on January 1, 2020. The CCPA establishes a

privacy framework for covered businesses by, among other requirements, creating an expanded definition of personal

information, establishing new data privacy rights for consumers in the State of California, creating a statutory damages

framework for violations of the CCPA and for businesses that fail to implement reasonable security procedures and

practices to prevent data breaches. We and partners in our industry have been required to comply with these requirements

since January 1, 2020, when the CCPA became effective. In November 2020, the voters in California passed the California

Privacy Rights Act ("CPRA"), which both amends and expands the scope of the CCPA. The CPRA, which became effective

on January 1, 2023, created additional privacy rights and protections for California consumers with respect to their personal

information and additional obligations on businesses. In September 2025, the California Privacy Protection Agency

approved final regulations under the CCPA that significantly expand business obligations and consumer rights in California.

At the same time, other states in the U.S. are quickly adopting state enacted privacy laws.

We cannot predict the full effect of these laws and regulations on our business, but adapting our business to comply with

them could involve substantial resources and expense, and may cause us to divert resources from other aspects of our

business, all of which may adversely affect our business.

In addition, the Criteo Commerce Intelligence Platform reaches users throughout the world, including in Europe, Australia,

Canada, South America and Asia-Pacific. As a result, some of our activities may also be subject to the laws of foreign

jurisdictions. In particular, data protection laws in Europe can be more restrictive regarding the collection and use of data

than those in U.S. jurisdictions.

In the European Union (the "EU"), the two main pillars of the data protection legal framework are the Directive on Privacy

and Electronic Communications (the "E-Privacy Directive") and GDPR. The E-Privacy Directive directs EU member states

to ensure that accessing information on an Internet user’s computer, such as through a cookie and other similar

technologies, is allowed only if the Internet user has been informed about such access and given his or her consent. The

Court of Justice of the EU clarified that such consent must be reflected by an affirmative act of the user, and European

regulators are increasingly agitating for more robust forms of consent. These developments result in ending reliance on

implied consent mechanisms that have been used to meet requirements of the E-Privacy Directive in some markets.

Under GDPR, data protection authorities have the power to impose administrative fines of up to a maximum of €20 million

or 4% of the data controller's or data processor's global turnover from the preceding financial year, whichever is higher.

In November 2025, the European Commission proposed a broad package of amendments to the GDPR intended to

modernize and align the EU’s data protection framework with other digital regulations. However, the timing, final content,

and enforcement approach of these reforms remain uncertain.

As we continue to expand into other foreign jurisdictions, we may be subject to additional laws and regulations that may

affect how we conduct business.

For additional information regarding the investigation into the Company's compliance with privacy laws in the U.S., Europe

and elsewhere, please refer to Note 19 Commitments and contingencies, in our audited consolidated financial statements

included elsewhere in this Form 10-K.

Self-Regulation

In addition to complying with extensive government regulations, we voluntarily and actively participate in several trade

associations and industry self-regulatory groups that promulgate best practices or codes of conduct relating to targeted

advertising. For example, the Internet Advertising Bureau EU & US, the Network Advertising Initiative, the European Digital

Advertising Alliance and the Digital Advertising Alliance have developed and implemented guidance for companies to

provide notice and choice to users regarding targeted advertising.

In an effort to harmonize the industry’s approach to internet-based advertising, these programs facilitate a user's ability to

disable services of integrated providers, but also educate users on the potential benefits of online advertising, including

access to free content and display of more relevant advertisements to them. The rules and policies of the self-regulatory

programs that we participate in are updated from time to time and may impose additional restrictions upon us in the future.

Criteo became one of the first companies to broadly include an "Ad Choices" link in all the advertisements we deliver,

which gives users access to clear, transparent, detailed and user-friendly information about personalized advertisements

and the data practices associated with the advertisements they receive. In addition, we provide consumers with notice

about our use of cookies and our collection and use of data in connection with the delivery of targeted advertising as well

as an easy-to-use and easy-to-access mechanism to control their advertising experience and withdraw consent or opt out

of receiving targeted advertisements we deliver.

We believe that this transparent consumer-centric approach to privacy empowers consumers to make better-informed

decisions about our use of their data. We also require our clients and publisher and retailer partners to provide information

to consumers about our collection and use of data relating to the advertisements we deliver and monitor.

Content Control and Brand Safety

Criteo strives to maintain a trusted advertising ecosystem aligned with the marketing goals and the brand requirements of

our marketers and media owners alike. We have rigorous supply partner guidelines in place, and we take a large variety of

internal and external brand safety measures to ensure that the brand equity of our clients is protected. These measures

include our partnership with industry recognized and MRC-accredited services from DoubleVerify.

To protect our clients against invalid traffic ("IVT"), we have built advanced engine detection and filtration systems that will

discard invalid bid requests, impressions and clicks, and we do not bill advertisers for the invalid traffic detected by our

systems on their campaigns. We also leverage industry compliant blocklists from the Interactive Advertising Bureau, and

Trustworthy Action Group ("TAG") to filter out known sources of IVT and we partner with industry recognized and MRC-

accredited service Double Verify to supplement our pre-bid and post-bid detection and filtration capabilities of IVT.

We are recognized for trust & safety and have been certified by the Trustworthy Accountability Group for Certification

Against Fraud, Brand Safety Certification and Certification Against Malware through independent audits and for

Certification For Transparency for our Commerce Grid platform. Due to this level of certification, we are part of the selected

group of companies that have been granted the Platinum Seal by TAG.

Government Regulation

Further to the laws and regulations governing privacy and data protection described above, we are subject to numerous

domestic and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new

interpretations of existing laws and regulations) may also impact our business. The costs of compliance with these laws

and regulations are high and are likely to increase in the future and any failure on our part to comply with these laws may

subject us to significant liabilities and other penalties.

Competition

We compete in the commerce media market and in the broader market for digital marketing and media monetization,

primarily through Display Advertising. Our market is complex, rapidly evolving, highly competitive, still fragmented and yet

rapidly consolidating. We face significant competition in this market, which we expect to intensify in the future, partially as a

result of potential new entrants in our market, including but not limited to large well-established internet publishers and

players, in particular as we continue to expand the breadth of the Criteo Commerce Intelligence Platform. We currently

compete with large, well-established companies, such as Amazon, Meta Platforms, Google, and Microsoft, pure play DSPs,

such as The Trade Desk, pure play SSPs such as Magnite or PubMatic, and pure play retail SSPs such as Publicis'

CitrusAd, that focus on monetizing retailers' media, as well as smaller, privately held companies such as Kevel or Koddi.

Potential competition could emerge from large enterprise marketing platforms, like Adobe Systems Inc., Oracle Corporation

and Salesforce.com, Inc., or public and private companies specialized in the Marketing Technology space. In addition, web

browsers, and desktop and mobile operating systems developed by large software companies like Google and Apple Inc.

("Apple") can have a significant influence and impact on the way we operate.

Our client base consists primarily of companies in the Retail, Travel and Marketplaces industries. In the digital Retail

industry and the consumer brand verticals in particular, many businesses devote the largest portion of their advertising

spend to the fourth quarter of the calendar year, to coincide with increased holiday spending by consumers. As a result, the

concentration of advertising spend in the fourth quarter of the calendar year may be particularly pronounced. Our Retail

clients typically conduct fewer advertising campaigns in the first and second quarters than they do in other quarters, while

our Travel clients typically increase their travel campaigns in the first and third quarters and conduct fewer advertising

campaigns in the second quarter. As a result, our revenue tends to be seasonal in nature. If the seasonal fluctuations

become more pronounced, our operating cash flows could fluctuate materially from period to period.

Employees and Human Capital Management

We have a demonstrated history of commitment to the well-being and success of our workforce, and our company is driven

by our core values of “open, together and impactful”.

As of December 31, 2025, we had 3,649 employees. Our employees employed by French entities (1,031 employees) are

covered by a collective bargaining agreement and are represented by employees through a Social and Economic

Committee (Work Council) affiliated to a trade union. As part of the Social and Economic Committee, five sub-committees

have been appointed: Health & Safety Committee, Economic Committee, Gender Equality Committee, Training Committee

and a Housing Committee. We consider labor relations to be good and have not experienced any work stoppages,

slowdowns or other serious labor problems that have materially impeded our business operations.

Our Board, with assistance from our Compensation Committee, has oversight of and periodically reviews the Company's

strategies, initiatives and programs with respect to the Company's culture, talent recruitment, development and retention

and employee engagement.

Talent Acquisition & Development

Attracting and retaining top talent is a key objective at Criteo. We are committed to offering an environment in which

employees are ensured equal job opportunities and have a chance for advancement. Our compelling employee value

proposition, attractive compensation packages and vibrant culture are instrumental in our ability to attract and retain talent.

Additionally, we strive to provide exceptional training opportunities and development programs for our employees. In 2025,

approximately 18,000 training hours were delivered to our employees. To assess and improve employee retention and

engagement, we periodically survey employees, and take action to address areas of employee concern. In 2025, we

carried out 3 employee surveys, soliciting feedback on a wide range of topics including well-being, flexibility, and inclusion.

Culture

As a global technology company, we believe that an inclusive culture is the cornerstone for driving creative collaboration

and sustainable growth. We are proud that our employees can be themselves at work and we value a broad range of

perspectives in the workforce. We are committed to building on our culture and collaborative work environment through

how we hire, develop, reward, and retain all talent at Criteo. Our efforts to foster a positive culture and inclusive workplace

are led by a dedicated leadership team who coordinate through the business and leverage our employee resource groups

to encourage community, engagement and networking for all employees.

Health, Safety and Wellness

Employee health, safety and wellness is a priority for Criteo. We devote time and effort across all of our locations to provide

positive working conditions, work-life balance and a healthy office environment for our employees. We recognize and

support employees with their work life integration and believe that flexibility is an essential element to remain engaged,

efficient, and productive. We also believe in the importance of employee contribution and results, rather than focusing on

where work is being completed. We foster a dynamic environment where employees are empowered to reach their highest

potential.

Total Rewards

We are focused on offering competitive compensation and comprehensive benefit packages designed to meet the needs of

our employees and reward their efforts and contributions. We seek coherence and fairness in total compensation with

reference to external market comparisons, internal equity, and the relationship between management and non-

management compensation. Our total compensation packages include base pay, performance-based incentives, long-term

incentives such as equity awards, retirement plans, healthcare and other insurance benefits, paid time off, paid family

leave, employee assistance and well-being programs among many others.

Available Information

Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to

these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are made available, free of charge

on our website, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S.

Securities and Exchange Commission (the "SEC"). These documents may be accessed through our website at

www.criteo.com under "Investors." Information contained on, or that can be accessed through, our website does not

constitute a part of this Form 10-K. We have included our website address in this Form 10-K solely as an inactive textual

reference.

The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements and other information

regarding registrants, such as Criteo, that file electronically with the SEC. With respect to references made in this Form 10-

K to any contract or other document of Criteo, such references are not necessarily complete and you should refer to the

exhibits attached or incorporated by reference to this Form 10-K for copies of the actual contract or document.