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Criteo S.A.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

CRTO$15.42+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

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

0001576427-25-000116

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

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001576427-26-000048

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 116 previous paragraphs and 101 current paragraphs.

49 unchanged; 37 reworded; 12 added; 28 removed; 2 previous and 3 current paragraphs rearranged.

Tables are not compared: 15 previous and 15 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

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

Current report

–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.

Current report

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

Current report

During 2026, geopolitical conditions and macroeconomic disruption have been increasingly volatile. In particular, we have experienced an impact on marketing budgets in the Middle East and in our Travel vertical. More broadly, macroeconomic uncertainty, including inflationary pressures and interest rate conditions across our markets, may negatively impact consumer spending behavior, advertising budgets, and our business performance.

Current report

Revenue for the three months ended March 31, 2026 decreased (6)%, or (9)% on a constant currency basis, to $409.5 million compared to the three months ended March 31, 2025, reflecting decreases in Performance Media and Retail Media.

Current report

Retail Media revenue decreased (31)%, or (32)% on a constant currency basis, to $40.6 million for the three months ended March 31, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite.

Current report

Performance Media revenue decreased (2)%, or (6)% on a constant currency basis, to $368.9 million for the three months ended March 31, 2026, primarily due to mixed performance across Commerce Growth verticals, partially mitigated by improving trends in AdTech services, and momentum in our Supply Side Platform.

Current report

Other cost of revenue increased by $0.2 million or, 1% for the three months ended March 31, 2026.

Current report

Sales and operations expenses for the three months ended March 31, 2026 increased $8.6 million or 10% compared to the three months ended March 31, 2025. This increase was driven by higher restructuring and other headcount costs and related impact of the appreciation of the euro compared to the U.S. dollar, higher bad debt expense, partially offset by lower share-based compensation.

Current report

(2) Includes costs related to nonrecurring litigation matters.

Current report

For the three months ended March 31, 2026, we have repurchased $31.0 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase.
Removed paragraphs (28)

Previous report

Global economic and geopolitical conditions have been volatile due to factors such as the changes in global trade policies, the conflicts in Ukraine and the Middle East, inflation, and fluctuating interest rates. The economic uncertainty resulting from these factors may negatively impact advertising demand, consumer behavior, and our performance.

Previous report

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

Previous report

Retail Media revenue increased 10%, or 10% on a constant currency basis, to $66.7 million for the three months ended September 30, 2025, driven by continued expansion in Retail Media onsite, in particular in the U.S. market, with more brands and retailers joining the platform.

Previous report

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

Previous report

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

Previous report

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

Previous report

Performance Media revenue remained flat as reported, and on a constant currency basis, to $1,207.7 million for the nine months ended September 30, 2025, driven by continued strength in travel and classifieds, partially offset by soft retail trends, in particular related to fashion, and lower spend in our media trading marketplace.

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

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

Previous report

Contribution ex-TAC increased $57.5 million, or 7% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. The increase in Contribution ex-TAC was driven by growth in Retail Media and in Performance Media.

Previous report

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

Previous report

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

Previous report

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

Previous report

General and administrative expenses for the nine months ended September 30, 2025, decreased $(5.0) million or (4)%, compared to the nine months ended September 30, 2024. This decrease was mainly related to the change in the earn-out fair value related to the Iponweb acquisition in 2024 and a decrease in third-party services.

Previous report

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

Previous report

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

Previous report

(2) During the second quarter of 2025, the Company recorded accelerated amortization of $7.9 million, included in depreciation and amortization expense, and a nonrecurring impairment charge of approximately $0.9 million, recorded in other noncash or nonrecurring events, related to internally developed intangible assets, triggered by Alphabet Inc.’s decision not to proceed with the deprecation of third-party cookies in its Chrome browser.

Previous report

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

Previous report

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

Previous report

For the nine months ended September 30, 2025, we have repurchased $115.4 million of shares. In 2024, we completed an additional $224.6 million share repurchase, and in 2023, we completed $125.0 million share repurchase.
Reworded paragraphs (37)

Previous wording

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

Current wording

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States of America ("GAAP"), we present Contribution ex-TAC, and Adjusted EBITDA, which are non-GAAP financial measures. We define Contribution ex-TAC as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is presented in the section entitled "Contribution excluding Traffic Acquisition Costs", which includes a reconciliation to its most directly comparable GAAP financial measure, Gross Profit. We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is presented in the section entitled "Adjusted EBITDA", which includes a reconciliation to its most directly comparable GAAP financial measure, Net Income. We also present revenues, traffic acquisition costs and Contribution ex-TAC on a constant currency basis; these measures exclude the impact of foreign currency fluctuations and are computed by applying the average exchange rates for the prior year to the current year figures. A reconciliation is provided in the section entitled "Constant Currency Reconciliation".

Previous wording

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Media Platform. We operate in commerce media, the future of digital advertising, leveraging commerce data and artificial intelligence ("AI") to 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.

Current wording

We are a global technology company driving superior commerce outcomes for marketers and media owners through the world’s leading Commerce Intelligence Platform. We operate in digital advertising, leveraging commerce data and AI to connect ecommerce, digital marketing and media monetization to reach consumers throughout their entire shopping journey. Our vision is to be the leading global commerce intelligence platform that connects the commerce ecosystem and uses AI to power full-funnel, cross-channel advertising and agentic commerce experiences. We have accelerated and deeply transformed the Company from a single-product to a multi-solution platform provider, fast diversifying our business into new solutions.

Previous wording

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

Current wording

For the three months ended March 31, 2026, revenue decreased by (6)% to $424.6 million, compared to the same period in the prior year, due to decreases in Retail Media and Performance Media. At constant currency, revenue decreased by (9)%.

Previous wording

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

Current wording

Gross profit for the three months ended March 31, 2026 decreased by (6)% to $222.7 million, compared to the same period in the prior year, primarily due to lower revenue in Retail Media and in Performance Media.

Previous wording

Contribution ex-TAC for the three months ended September 30, 2025 increased by 8% to $288.1 million, compared to the same period in the prior year, driven by growth in Retail Media and in Performance Media. At constant currency, Contribution ex-TAC increased by 6%.

Current wording

Contribution ex-TAC for the three months ended March 31, 2026 decreased by (5)% to $250.4 million, compared to the same period in the prior year, due to a decrease in Retail Media, slightly offset by an increase in Performance Media. At constant currency, Contribution ex-TAC decreased by (9)%.

Previous wording

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

Current wording

Net income for the three months ended March 31, 2026 decreased by (79)% to $8.6 million, primarily driven by higher operating expenses and lower gross profit.

Previous wording

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

Current wording

Adjusted EBITDA for the three months ended March 31, 2026 decreased by (30)% to $64.9 million, compared to the same period in the prior year, primarily due to lower revenue and higher operating expenses.

Previous wording

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

Current wording

Cash flows from operating activities was $48.2 million for the three months ended March 31, 2026, compared to $62.3 million in the same period in the prior year. This decrease primarily reflects lower net income, partially offset by a lower use of net working capital compared to the same period in the prior year.

Previous wording

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and in our subsequent quarterly reports on Form 10-Q. As previously disclosed in the first quarter, our largest customer notified us that they will curtail the scope of future services commencing November 1, 2025. For the year ended December 31, 2024, this customer accounted for 4.6% of our total revenue.

Current wording

We believe our performance and future success depend on several factors that present significant opportunities but also pose risks and challenges, including those referred to in Part I, Item 1A of our risk factor section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Previous wording

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our Commerce Media platform as well as adding new clients. We believe that we are in a leading position in the Commerce Media space as we have unique commerce data at scale, cutting-edge AI, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce Media ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Current wording

Our future growth depends upon our ability to retain and scale our existing clients and increase the usage of our platform. We believe that we are in a leading position in the Commerce Intelligence space as we have unique commerce data at scale, deep integrations with retailers, a large client base, differentiated technology and an R&D powerhouse. By unifying the Commerce ecosystem with a multi-retailer, multi-channel, multi-format approach and providing full funnel closed loop measurement to our clients, we believe we are well positioned to capture more ad budgets and market share.

Previous wording

These factors, among others, including the impact of persistent inflation and changes in political and economic conditions (such as changes in or additional tariffs), make it difficult for Criteo and our clients to accurately forecast and plan future business activities, and could cause the Company's clients to reduce or delay their advertising spending or increase their cautiousness, which, in turn, could have an adverse impact on our business, financial condition and results of operations. We are monitoring these macroeconomic conditions closely and may continue to take actions in response to such conditions to the extent they adversely affect our business.

Current wording

These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities.

Previous wording

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

Current wording

In the three months ended March 31, 2026, 92% of revenue came from existing clients while 8% came from new client additions.

Previous wording

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

Current wording

Additionally, our $424.6 million of revenue for the three months ended March 31, 2026 was positively impacted by $15.2 million of currency fluctuations, particularly as a result of the appreciation of the Euro, the Pound Sterling and the Brazilian Real compared to the U.S. dollar.

Previous wording

Our revenue in the Americas region decreased (2)%, or (3)% on a constant currency basis, to $200.4 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This primarily reflects continued soft retail trends, partially offset by Retail Media expansion as the platform continues to scale with large retailers and consumer brands.

Current wording

Our revenue in the Americas region decreased (18)%, or (19)% on a constant currency basis, to $156.8 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail trends for Performance Media, in particular related to Fashion.

Previous wording

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

Current wording

Our revenue in EMEA increased 6%, or (3)% on a constant currency basis, to $160.1 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting softness in Marketplaces and Retail for Performance Media, partially offset by continued traction in Retail Media.

Previous wording

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

Current wording

Our revenue in the Asia-Pacific region decreased (3)%, or (1)% on a constant currency basis, to $92.5 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Travel and Marketplaces trends in the region.

Previous wording

Total cost of revenue for the nine months ended September 30, 2025 decreased $(46.5) million, or (7)%, compared to the nine months ended September 30, 2024. This decrease was the result of a decrease of $(34.0) million, or (6)% (or (6)% on a constant currency basis) in traffic acquisition costs, driven by a lower average price partially offset by an increase in volume, and a decrease of $(12.5) million, or (12)% in other cost of revenue.

Current wording

Total cost of revenue for the three months ended March 31, 2026 decreased $(12.6) million, or (6)%, compared to the three months ended March 31, 2025. This decrease was the result of a decrease of $(12.8) million, or (7)% (or (10)% on a constant currency basis) in traffic acquisition costs, and an increase of $0.2 million, or 1% in other cost of revenue.

Previous wording

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

Current wording

Traffic acquisition costs decreased by (7)%, or (10)% at constant currency, compared to the three months ended March 31, 2025. This decrease was driven primarily by a 25% decline in the number of impressions we purchased in Performance Media, partially offset by a 24% increase (or 17% at constant currency) in the average CPM for inventory purchased.

Previous wording

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our other GAAP financial measures.

Current wording

We define Contribution excluding Traffic Acquisition Costs, "Contribution ex-TAC", as a profitability measure akin to gross profit. It is calculated by deducting traffic acquisition costs from revenue and reconciled to gross profit through the exclusion of other costs of revenue. Contribution ex-TAC is not a measure calculated in accordance with U.S. GAAP. We have included Contribution ex-TAC because it is a key measure used by our management and board of directors to evaluate operating performance, generate future operating plans and make strategic decisions. In particular, we believe that this measure can provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Contribution ex-TAC provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Contribution ex-TAC has limitations as an analytical tool, and you should not consider them in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are: (a) other companies, including companies in our industry which have similar business arrangements, may address the impact of TAC differently; (b) other companies may report Contribution ex-TAC or similarly titled measures but calculate them differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Contribution ex-TAC alongside our other U.S. GAAP financial measures.

Previous wording

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

Current wording

Contribution ex-TAC decreased $(14.0) million, or (5)% for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease in Contribution ex-TAC was due to a decrease in Retail Media, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite and an increase in Performance Media.

Previous wording

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

Current wording

Research and development expenses for the three months ended March 31, 2026, increased $8.9 million or 15% compared to the three months ended March 31, 2025. This increase was driven by higher headcount costs and related impact of the appreciation of the euro compared to the U.S. dollar, higher amortization expense related to internally developed intangible assets and higher third-party services.

Previous wording

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

Current wording

General and administrative expenses for the three months ended March 31, 2026, increased $6.0 million or 15%, compared to the three months ended March 31, 2025. This increase was mainly driven by an accrual for a litigation matter, higher transformation costs, and higher headcount related costs.

Previous wording

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

Current wording

Financial and other income for the three months ended March 31, 2026, decreased by $(0.4) million or (19)% compared to the three months ended March 31, 2025. This decrease was due to a lower positive impact of foreign exchange, including end of year noncash changes in fair value of financial instruments and higher interest expense, partially offset by higher interest income.

Previous wording

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

Current wording

Provision for income tax expense for the three months ended March 31, 2026, decreased $(6.8) million or (65)% compared to the three months ended March 31, 2025. The decrease was driven by a decrease of profit before tax.

Previous wording

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.

Current wording

We define Adjusted EBITDA as our consolidated earnings before financial income (expense), income taxes, depreciation and amortization, adjusted to eliminate the impact of equity related compensation, which includes employee equity awards compensation and director fees for share purchases, pension service costs, certain acquisition costs, certain restructuring and related costs, integration and transformation costs, and other nonrecurring or noncash items impacting net income that we do not consider indicative of our ongoing business performance. Adjusted EBITDA is not a measure calculated in accordance with GAAP. We have included Adjusted EBITDA because it is a key measure used by our management and board of directors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and to develop short-term and long-term operational plans. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our results of operations in the same manner as our management and board of directors. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our financial results as reported under GAAP. Some of these limitations are: (a) although depreciation and amortization are noncash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; (b) Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; (c) Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation; (d) Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; and (e) other companies, including companies in our industry, may calculate Adjusted EBITDA or similarly titled measures differently, which reduces their usefulness as a comparative measure. Because of these and other limitations, you should consider Adjusted EBITDA alongside our GAAP financial results, including net income.

Previous wording

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

Current wording

Net income decreased $(31.4) million, or (79)%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, and adjusted EBITDA decreased $(27.2) million, or (30)%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. Thedecrease in net income and adjusted EBITDA was primarily due to higher operating expenses and lower gross profit.

Previous wording

Our cash and cash equivalents, and restricted cash at September 30, 2025 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $255.3 million as of September 30, 2025. The $(35.6) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2024, primarily resulted from a decrease of $(114.4) million in cash used for financing activities, a decrease of $(69.1) million in cash used for investing activities, partially offset by an increase of $150.5 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Current wording

Our cash and cash equivalents, and restricted cash at March 31, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $320.3 million as of March 31, 2026. The $(22.1) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, primarily resulted from a decrease of $(31.3) million in cash used for financing activities, a decrease of $(37.9) million in cash used for investing activities, partially offset by an increase of $48.2 million in cash provided by operating activities over the period. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly, our cash and cash equivalents are invested primarily in demand deposit accounts that are currently providing only a minimal return.

Previous wording

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($477.9 million) of liquidity, which, combined with our cash position, marketable securities and treasury shares as of September 30, 2025, provides total liquidity above $810.5 million. Overall, we believe that our current financial liquidity, combined with our expected cash-flow generation in 2025, enables financial flexibility.

Current wording

As disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, on September 27, 2022, the Company entered into a new five year Revolving Credit Facility (as amended, the "RCF") that allows immediate access to an additional €407.0 million ($468.0 million) of liquidity. The RCF, combined with $320.0 million of cash and cash equivalents, $51.3 million of marketable securities, and $49.4 million of treasury shares available for M&A, provides total financial liquidity of $888.7 million as of March 31, 2026. Subsequent to March 31, 2026, the Company cancelled 1.9 million of M&A treasury shares in April, representing approximately $39 million.

Previous wording

All above programs have been implemented under our multi-year authorization granted by our board of directors. On January 2025, this authorization was extended to a total amount of up to $805.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

Current wording

All above programs have been implemented under our multi-year authorization granted by our board of directors. In February 2026, this authorization was extended to a total amount of up to $959.0 million. Other than these repurchase programs, we intend to retain all available funds and any future earnings to fund our growth.

Previous wording

For the nine months ended September 30, 2025 and 2024, our net capital expenditures were $(74.2) million and $(53.2) million, respectively, primarily related to the acquisition of data center and server equipment, and capitalized software development costs. We expect our capital expenditures to remain at, or slightly above, 5% of revenue for 2025, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Media Platform.

Current wording

For the three months ended March 31, 2026 and 2025, our net capital expenditures were $(32.2) million and $(17.1) million, respectively, primarily related to the acquisition of servers and other data center equipment, and capitalized software development costs. We expect our capital expenditures to be at mid-teens percent of Contribution ex-TAC for 2026, as we plan to continue to build, reshape and maintain additional data center equipment capacity in all regions and we keep investing in our Commerce Intelligence Platform.

Previous wording

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financing to support our operations, and such financings may not be available to us on acceptable terms, or at all. We may also seek to raise additional funds in the future to support potential acquisitions of businesses, technologies, assets or products.

Current wording

If our cash and cash equivalents balances and cash flows from operating activities are insufficient to satisfy our liquidity requirements, we may need to raise additional funds through equity, equity-linked or debt financing to support our operations, and such financings may not be available to us on acceptable terms, or at all.

Previous wording

The following table sets forth our cash flows for the nine months ended September 30, 2025 and September 30, 2024:

Current wording

The following table sets forth our cash flows for the three months ended March 31, 2026 and March 31, 2025:

Previous wording

For the nine months ended September 30, 2025, net cash provided by operating activities was 150.5 million, mostly consisted of net income adjusted for certain noncash and nonoperating items, such as amortization and provision expense of $97.1 million, and equity awards compensation expense of $52.0 million, partially offset by $(66.1) million of changes in working capital. The increase in cash flows from operating activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mainly due to higher net income and improved working capital partially offset by income taxes paid.

Current wording

For the three months ended March 31, 2026, net cash provided by operating activities was $48.2 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $28.6 million, and share based compensation expense of $13.3 million, partially offset by $(0.6) million of changes in working capital. The decrease in cash flows from operating activities during the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to lower net income, partially offset by improved working capital.

Previous wording

For the nine months ended September 30, 2025, net cash used for investing activities was 69.1 million, primarily driven by capitalized software development costs and the acquisition of data center and server equipment.

Current wording

For the three months ended March 31, 2026, net cash used for investing activities was $37.9 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment.

Previous wording

Cash used for investing activities increased during the nine months ended September 30, 2025, compared to the same period in 2024, due to higher software development costs.

Current wording

Cash used for investing activities increased during the three months ended March 31, 2026, compared to the same period in 2025, due to higher purchases in data center equipment and higher software development costs.

Previous wording

For the nine months ended September 30, 2025, net cash used for financing activities was 114.4 million, due to the repurchasing of shares of 115.4 million. The decrease in cash used for financing activities during the nine months ended September 30, 2025, compared to the same period in 2024, was mostly due to a decrease in the amount of shares repurchased.

Current wording

For the three months ended March 31, 2026, net cash used for financing activities was $31.3 million, due to the repurchasing of shares of $31.0 million. The decrease in cash used for financing activities during the three months ended March 31, 2026, compared to the same period in 2025, was mostly due to a decrease in the amount of shares repurchased.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

We continue to monitor macroeconomic conditions closely and may take actions in response to such conditions to the extent they adversely affect our business.

Current report — wording carried from elsewhere

Overall, we believe that our current financial liquidity, combined with our expected cash flow generation in 2026, enables financial flexibility.

Current report — wording carried from elsewhere

We may also seek to raise additional funds in the future to support potential acquisitions of businesses, technologies, assets or products.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

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

Previous report — wording carried elsewhere

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