Criteo S.A.
For the period ended Jun 30, 2026. Filed Aug 5, 2026.
View on SEC.govAbout 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.
Jun 30, 2026 · Filed Aug 5, 2026
CRTO$15.42+0.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001576427-26-000092
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 101 previous paragraphs and 118 current paragraphs.
62 unchanged; 30 reworded; 21 added; 7 removed; 2 previous and 5 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 (21)
Current report
For the three months ended June 30, 2026, revenue decreased by (11)% to $428.0 million, compared to the same period in the prior year, due to decreases in Performance Media reflecting soft performance in Commerce Growth, and Retail Media reflecting the headwind from previously communicated scope changes with two clients. At constant currency, revenue decreased by (11)%.
Current report
Net income for the three months ended June 30, 2026 decreased by (49)% to $11.8 million, primarily driven by lower gross profit due to lower revenue, partially offset by lower operating expenses, mainly reflecting disciplined resource allocation, productivity gains and the non-recurrence of a company-wide event held in the previous year, partially offset by planned growth investments.
Current report
Adjusted EBITDA for the three months ended June 30, 2026 decreased by (18)% to $73.3 million, compared to the same period in the prior year, primarily due to lower revenue and lower Contribution ex-TAC due to softness in Performance Media and the temporary impact of previously communicated scope changes with two specific Retail Media clients, along with planned growth investments, partially offset by lower than expected bad debt expense and lower than expected employee costs.
Current report
Performance Media revenue decreased (10)%, or (9)% on a constant currency basis, to $382.3 million for the three months ended June 30, 2026, primarily due to soft performance in Commerce Growth and our Supply Side Platform, partially offset by improving trends in AdTech services.
Current report
Additionally, our $428.0 million of revenue for the three months ended June 30, 2026 was negatively impacted by $2.0 million of currency fluctuations, particularly as a result of the slight depreciation of the Japanese Yen and the Korean Won compared to the U.S. dollar.
Current report
Revenue for the six months ended June 30, 2026 decreased (9)%, or (10)% on a constant currency basis, to $839.5 million compared to the six months ended June 30, 2025, reflecting decreases in Performance Media and Retail Media.
Current report
Our revenue in the EMEA region decreased (1)%, or (6)% on a constant currency basis, to $329.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by solid growth in Travel in the region for Performance Media and continued traction in Retail Media.
Current report
Our revenue in the Asia-Pacific region decreased (10)%, or (7)% on a constant currency basis, to $178.1 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Marketplaces and Travel trends in the region.
Current report
Other cost of revenue decreased by $(0.3) million or, (1)% for the three months ended June 30, 2026.
Current report
Total cost of revenue for the six months ended June 30, 2026 decreased $(30.9) million, or (7)%, compared to the six months ended June 30, 2025. This decrease was the result of a decrease of $(30.8) million, or (8)% (or (9)% on a constant currency basis) in traffic acquisition costs, and a decrease of $(0.1) million in other cost of revenue.
Current report
Other cost of revenue decreased by $(0.1) million for the six months ended June 30, 2026.
Current report
Contribution ex-TAC decreased $(50.6) million, or (9)% for the six months ended June 30, 2026 compared to the six months ended June 30, 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 and a decrease in Performance Media due to soft performance in Commerce Growth.
Current report
Research and development expenses for the three months ended June 30, 2026, decreased $(7.7) million or (10)% compared to the three months ended June 30, 2025. This decrease was primarily driven by lower amortization expense, as a result of the prior-year period accelerated amortization of internally developed intangible assets related to third-party cookie deprecation, a company-wide event that occurred in the previous year, and higher research tax credits in France.
Current report
Research and development expenses for the six months ended June 30, 2026, increased $1.3 million or 1% compared to the six months ended June 30, 2025. This increase was driven by higher headcount costs, partially offset by a company event that occurred in the previous year and higher research tax credits in France.
Current report
Sales and operations expenses for the three months ended June 30, 2026 decreased $(22.7) million or(21)% compared to the three months ended June 30, 2025. This decrease was driven by lower headcount costs, partly impacted by a company-wide event that occurred in the previous year, lower bad debt expense and lower share-based compensation.
Current report
Sales and operations expenses for the six months ended June 30, 2026 decreased $(14.1) million or (7)% compared to the six months ended June 30, 2025. This decrease was driven by lower share-based compensation, lower headcount costs, partly impacted by a company-wide event that occurred in the previous year, and lower bad debt expense.
Current report
General and administrative expenses for the three months ended June 30, 2026, increased $9.5 million or 24%, compared to the three months ended June 30, 2025. This increase was mainly driven by higher restructuring and transformation costs.
Current report
Financial and Other Income (Expense)
Current report
Financial and other income (expense) for the six months ended June 30, 2026, increased by $1.7 million or 338% compared to the six months ended June 30, 2025. This increase was due to higher financial interests income linked to an increased average invested amount, partially offset by higher interests and fees.
Current report
(1) Beginning in the second quarter of 2026, we are excluding employer social contribution expense related to employee equity award compensation. This recurring payroll cash expense is directly impacted by fluctuations in our stock price and therefore may not be indicative of our core operating performance. Prior period comparative amounts were not material and were not recast to conform to this new presentation.
Current report
Net income decreased $(42.6) million, or (68)%, for thesix months ended June 30, 2026 compared to thesix months ended June 30, 2025, and Adjusted EBITDA decreased $(43.3) million, or (24)%, for thesix months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit.
Removed paragraphs (7)
Previous report
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 report
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 report
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 report
Other cost of revenue increased by $0.2 million or, 1% for the three months ended March 31, 2026.
Previous report
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 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.
Previous report
Financial and Other Income
Reworded paragraphs (30)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC"), on February 26, 2026. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."
Current wording
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q ("Form 10-Q") and the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission ("SEC"), on February 26, 2026. In addition to our historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, particularly in Part II, Item 1A, "Risk Factors."
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 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".
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 compen sation, which includes employee equity awards compensation and director fees for share purchases, employer social contribution expense related to employee equity award compensation, 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
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.
Current wording
Gross profit for the three months ended June 30, 2026 decreased by (14)% to $222.2 million, compared to the same period in the prior year, primarily due to lower revenue in Retail Media and in Performance Media.
Previous 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)%.
Current wording
Contribution ex-TAC for the three months ended June 30, 2026 decreased by (13)% to $255.5 million, compared to the same period in the prior year, due to decreases in Performance Media and Retail Media. At constant currency, Contribution ex-TAC decreased by (12)%.
Previous 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.
Current wording
Cash flows from operating activities was $20.3 million for the three months ended June 30, 2026, compared to $(1.4) million in the same period in the prior year. This increase primarily reflects a lower use of net working capital compared to the same period in the prior year, partially offset by lower net income.
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, 2025.
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 II, Item 1A of this Form 10-Q.
Previous wording
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 wording
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. These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities.
Previous wording
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 wording
Revenue for the three months ended June 30, 2026 decreased (11)%, or (11)% on a constant currency basis, to $430.0 million compared to the three months ended June 30, 2025, reflecting decreases in Performance Media and Retail Media.
Previous wording
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 wording
Retail Media revenue decreased (21)%, or (22)% on a constant currency basis, to $47.7 million for the three months ended June 30, 2026, reflecting the impact of previously communicated scope changes with two specific Retail Media clients, partially offset by continued strength in Retail Media onsite.
Previous wording
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 wording
Performance Media revenue decreased (6)%, or (8)% on a constant currency basis, to $751.2 million for the six months ended June 30, 2026, primarily due to soft performance in Commerce Growth and our Supply Side Platform, partially mitigated by improving trends in AdTech services.
Previous 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.
Current wording
Additionally, our $852.7 million of revenue for the six months ended June 30, 2026 was positively impacted by $13.2 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 (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.
Current wording
Our revenue in the Americas region decreased (12)%, or (13)% on a constant currency basis, to $174.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This primarily reflects the continued impact of previously communicated scope changes with two specific Retail Media clients and soft Retail and Travel trends for Performance Media.
Previous 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.
Current wording
Our revenue in the EMEA region decreased (8)%, or (9)% on a constant currency basis, to $169.7 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting softness in Retail and Marketplaces for Performance Media, partially offset by growth in Travel for Performance Media and continued traction in Retail Media.
Previous 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.
Current wording
Our revenue in the Asia-Pacific region decreased (17)%, or (12)% on a constant currency basis, to $85.6 million for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, reflecting soft Retail trends in Performance Media, partially offset by solid Travel trends in the region.
Previous 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.
Current wording
Total cost of revenue for the three months ended June 30, 2026 decreased $(18.3) million, or (8)%, compared to the three months ended June 30, 2025. This decrease was the result of a decrease of $(18.1) million, or (9)% (or (9)% on a constant currency basis) in traffic acquisition costs, and a decrease of $(0.3) million, or (1)% in other cost of revenue.
Previous 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.
Current wording
Traffic acquisition costs decreased by (9)%, or (9)% at constant currency, compared to the three months ended June 30, 2025. This decrease was driven primarily by a 26% decline in the number of impressions we purchased in Performance Media, partially offset by a 23% increase (or 26% at constant currency) in the average CPM for inventory purchased.
Previous 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.
Current wording
Contribution ex-TAC decreased $(36.6) million, or (13)% for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in Contribution ex-TAC was due to a decrease in Performance Media primarily due to soft performance in Commerce Growth and a decrease in Retail Media mainly reflecting the impact of previously communicated scope changes with two specific Retail Media clients.
Previous 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.
Current wording
General and administrative expenses for thesix months ended June 30, 2026, increased $15.5 million or 19%, compared to the six months ended June 30, 2025. This increase was mainly driven by higher restructuring and transformation costs, and an accrual for a litigation matter.
Previous 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.
Current wording
Financial and other income (expense) for the three months ended June 30, 2026, increased by $2.1 million or 118% compared to the three months ended June 30, 2025. This increase was due to higher interest income due to an increased average invested amount, partially offset by a lower negative impact of foreign exchange, including changes in fair value of financial instruments.
Previous 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.
Current wording
Provision for income tax expense for the three months ended June 30, 2026, decreased $(2.2) million or (38)% compared to the three months ended June 30, 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 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.
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, employer social contribution expense related to employee equity award compensation, 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 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.
Current wording
Net income decreased $(11.2) million, or (49)%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, and Adjusted EBITDA decreased $(16.1) million, or (18)%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease in net income and Adjusted EBITDA was primarily due to lower gross profit, partially offset by lower operating expenses.
Previous 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.
Current wording
Our cash and cash equivalents, and restricted cash at June 30, 2026 were held for working capital and general corporate purposes, which could include acquisitions, and amounted to $252.3 million as of June 30, 2026. The $(90.0) million decrease in cash and cash equivalents, and restricted cash compared to December 31, 2025, resulted from a decrease of $(62.0) million in cash used for financing activities, a decrease of $(95.7) million in cash used for investing activities, partially offset by an increase of $68.5 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.
Previous 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.
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 ($463.7 million) of liquidity. The RCF, combined with $252.2 million of cash and cash equivalents and $50.8 million of marketable securities provides total financial liquidity of $766.8 million as of June 30, 2026.
Previous wording
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.
Current wording
For the six months ended June 30, 2026, we have repurchased $61.3 million of shares. During the year ended December 31, 2025, we completed a $152.1 million share repurchase.
Previous 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.
Current wording
For the six months ended June 30, 2026 and 2025, our net capital expenditures were $(90.0) million and $(52.0) 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 approximately $190 million in 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
The following table sets forth our cash flows for the three months ended March 31, 2026 and March 31, 2025:
Current wording
The following table sets forth our cash flows for the six months ended June 30, 2026 and June 30, 2025:
Previous 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.
Current wording
For the six months ended June 30, 2026, net cash provided by operating activities was $68.5 million, consisting mostly of net income adjusted for certain noncash and nonoperating items, including amortization and provision expense of $52.0 million, and share based compensation expense of $29.7 million, partially offset by $(18.0) million of changes in working capital and $(21.6) million of changes in income taxes. The increase in cash flows from operating activities during the six months ended June 30, 2026, compared to the same period in 2025, was primarily due to improved working capital partially offset by lower net income.
Previous 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.
Current wording
For the six months ended June 30, 2026, net cash used for investing activities was $95.7 million, primarily driven by capitalized software development costs and the acquisition of servers and other data center equipment and changes in investment securities. Cash used for investing activities increased during the six months ended June 30, 2026, compared to the same period in 2025, due to higher purchases of servers and other data center equipment.
Previous 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.
Current wording
For the six months ended June 30, 2026, net cash used for financing activities was $62.0 million, due to the repurchasing of shares of $61.3 million. The decrease in cash used for financing activities during the six months ended June 30, 2026, compared to the same period in 2025, was mostly due to a decrease in the amount of shares repurchased.
Rearranged current paragraphs (5)
Current report — wording carried from elsewhere
In the six months ended June 30, 2026, 92% of revenue came from existing clients while 8% came from new client additions.
Current report — wording carried from elsewhere
Retail Media revenue decreased (26)%, or (27)% on a constant currency basis, to $88.3 million for the six months ended June 30, 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 — wording carried from elsewhere
Our revenue in the Americas region decreased (15)%, or (16)% on a constant currency basis, to $331.6 million for the six months ended June 30, 2026 compared to the six months ended June 30, 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.
Current report — wording carried from elsewhere
Traffic acquisition costs decreased by (8)%, or (9)% at constant currency, compared to the six months ended June 30, 2025. This decrease was driven primarily by a 26% decline in the number of impressions we purchased in Performance Media, partially offset by a 23% increase (or 21% at constant currency) in the average CPM for inventory purchased.
Current report — wording carried from elsewhere
Provision for income tax expense for the six months ended June 30, 2026, decreased $(8.9) million or (55)% compared to the six months ended June 30, 2025. The decrease was driven by a decrease of profit before tax.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
These factors, among others, make it difficult for Criteo and our clients to accurately forecast future business activities.
Previous report — wording carried elsewhere
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.