Criteo S.A.

Criteo S.A. was initially incorporated as a société par actions simplifiée, or S.A.S., under the laws of the French Republic on November 3, 2005, for a period of 99 years and subsequently converted to a société anonyme, or S.A. On July 29, 2026, Criteo completed its corporate redomiciliation from France to Luxembourg via the cross-border conversion (the "Conversion") of Criteo S.A. from a French public limited liability company ("French Criteo") to a Luxembourg public limited liability company ("Lux Criteo"). In connection with the Conversion, Criteo terminated its American Depositary Share ("ADSs") structure and listed its ordinary shares (the "Ordinary Shares") directly on Nasdaq. Following the Conversion and completion of the Company's works council consultation, Criteo's board of directors approved the subsequent transfer of the Company's legal domicile from Luxembourg to the United States, which will be achieved via a cross-border merger of the Company with and into a wholly owned U.S. subsidiary.

Lux Criteo is a public limited liability company (société anonyme) organized and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 5 Place de la Gare, L-1616, Luxembourg Grand Duchy of Luxembourg .

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

Our strategy is to help marketers and media owners activate 1st-party, privacy-safe data and drive better commerce outcomes through our platform, which includes a suite of products:

•that offer marketers (brands, retailers, and agencies) the ability to easily reach consumers anywhere throughout their shopping journey and measure their advertising campaigns

•that offer media owners (publishers and retailers) the ability to monetize their advertising and promotions inventory for commerce anywhere where consumers spend their time

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

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

Note 1. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements (the "Unaudited Condensed Consolidated Financial Statements") have been prepared by Criteo in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the applicable rules and regulations of the Securities and Exchange Commission ("SEC"), including regarding interim financial reporting. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, these unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026.

The unaudited condensed consolidated financial statements included herein reflect all normal recurring adjustments that are, in the opinion of management, necessary to state fairly the results for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for the fiscal year ending December 31, 2026.

Use of Estimates

The preparation of our Consolidated Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenue and expenses during the period. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Actual results may differ from these estimates.

On an on-going basis, management evaluates its estimates, primarily those related to: (1) revenue recognition (2) income taxes, (3) assumptions used in the valuation of long-lived assets including intangible assets, and goodwill, and (4) assumptions surrounding the recognition and valuation of contingent liabilities and losses.

Significant Accounting Policies

There have been no significant changes to our accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Reclassifications

Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation in the consolidated financial statements and notes.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures, which requires disaggregated disclosure of income statement expenses. This standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted. We do not expect the adoption of this standard to have a material impact on our consolidated financial statements.

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software, which simplifies the capitalization guidance by removing the references to project stages, among other changes. The new standard is effective for annual periods beginning after December 15, 2027. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

In December 2025, the FASB issued ASU 2025-10, Government Grants, Accounting for Government Grants received by Business Entities, which establishes guidance for business entities on how to recognize, measure, present and disclose government grants received. The new standard is effective for annual periods beginning after December 15, 2028. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements.

Note 2. Restructuring and Other Exit Costs

The Company may periodically initiate restructuring actions designed to improve operational efficiency, optimize its cost structure, and better align its workforce and operations with business needs and strategic priorities. These actions may include workforce reductions and other organizational realignments intended to support the Company’s long-term objectives. The Company records employee severance and other termination costs that meet the requirements for recognition in accordance with the relevant guidance of ASC 420, Exit or Disposal Cost Obligations, or ASC 712, Compensation – Nonretirement Postemployment Benefits, as applicable.

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

During the fourth quarter of 2025, the Company commenced a cost-reduction plan intended to improve operating efficiency and better align its cost structure with revenue levels. In connection with this plan, the Company incurred approximately $3.0 million of restructuring costs during the year ended December 31, 2025 and approximately $8.0 million during the period ended June 30, 2026, primarily reflected within Sales and Operations expense.

Note 3. Segment information

The Company reports segment information based on the management approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company's reportable segments. The Company reports its results of operations through the followingtwo segments: Retail Media and Performance Media.

–Retail Media: This segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory and audiences, and services.

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

The Company's chief operating decision maker ("CODM"), our Chief Executive Office ("CEO"), allocates resources to and assesses the performance of each operating segment using information about Contribution ex-TAC, which is Criteo's segment profitability measure and reflects our gross profit plus other costs of revenue.

The CODM only reviews revenues and corresponding TAC for each segment, and is not regularly provided any other expense nor financial information for ourtwo segments.

The following table shows revenue by reportable segment:

The following table shows TAC by reportable segment:

The following table shows Contribution ex-TAC by reportable segment and its reconciliation to the Company’s Consolidated Statements of Operation:

Note 4. Financial instruments

Fair Value Measurements

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

Investment Securities

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

The gross unrealized gains or (loss) on our investment secur ities were not material as of June 30, 2026 and December 31, 2025.

For our investment securities, the fair value approximates the carrying amount, given the nature of the term deposit and the maturity of the expected cash flows.

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

.

Our investments in nonmarketable equity securities were not material as of June 30, 2026 and for the year ended December 31, 2025.

Note 5. Trade Receivables

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

Note 6. Goodwill

Goodwill allocated to thetwo reportable segments and the changes in the carrying amount for the six months ended June 30, 2026 were as follows:

Note 7. Other Current and Noncurrent Assets

The following table presents the components of prepaid expenses and other current assets, net, for the periods presented:

Prepayments to suppliers include capitalized costs related to the implementation of cloud computing arrangements that are service contracts and are amortized on a straight-line basis over the term of the associated hosting arrangements. As of June 30, 2026 and December 31, 2025 the capitalized implementation costs were $25.7 million and $25.6 million, respectively, and amortization expense related to these costs was $4.1 million and $4.1 million for the six months ended June 30, 2026 and June 30, 2025, respectively.

Other current assets include an indemnification receivable of $5.5 million related to a legal matter, restricted cash, and other non-trade receivables. As of June 30, 2026 and December 31, 2025, restricted cash was $0.1 million and $0.3 million, respectively.

Other noncurrent assets as of June 30, 2026 and December 31, 2025 of $46.0 million and $45.7 million, respectively, are primarily comprised of the indemnification asset of $37.2 million, recorded against certain tax liabilities related to the Iponweb Acquisition in 2022.

Note 8. Other Current and Noncurrent Liabilities

Other current liabilities are presented in the following table:

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

Other noncurrent liabilities are presented in the following table:

Note 9. Leases

The components of lease expense are as follows:

Note 10. Employee Benefits

Defined Benefit Plans

According to French law and the Syntec Collective Agreement, French employees are entitled to compensation paid on retirement, equal to up to twelve months of their salary based on term of employment.

The following table summarizes the changes in the projected benefit obligation:

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

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

Defined Contribution Plans

The Company also provides qualified defined contribution plans primarily in France, the United States, and the United Kingdom. The most significant of these plans is the 401(k) Plan, which covers eligible U.S. employees. Employees can contribute to the plans a specified percentage of their eligible compensation, subject to matching contributions from the Company on behalf of the eligible employee. The following table shows the Company's agreed contributions, reported in the Consolidated Statement of Operations for the period.

Note 11. Share based Compensation

Share based Compensation Expense

Share based compensation expense recorded in the consolidated statements of operations was as follows:

Restricted Stock Units and Performance Stock Units

During the six months ended June 30, 2026, the Company granted new equity awards under our current equity compensation plans, which were comprised of restricted stock units (“RSU”), and performance-based awards for the Company’s senior executives ("PSU").

Restricted Stock Units

Restricted stock units generally vest over four years, subject to the holder’s continued service. The grant date fair value is determined by the Company's Nasdaq share price the day prior to the grant.

The following table summarizes the activities for our unvested RSUs for the period ended June 30, 2026:

As of June 30, 2026, the Company had unrecognized stock-based compensation relating to restricted stock units of approximately $60.6 million, which is expected to be recognized over a weighted-average period of 3.0 years.

Performance Stock Units

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

Financial PSUs

Financial PSUs are subject to service and performance-based vesting conditions. These awards generally vest over three years, and the number of shares ultimately earned may range from 0% to 200% of target, depending on achievement of specified internal financial performance metrics. The grant-date fair value is generally based on the closing price of the Company’s Nasdaq share price on the date preceding grant.

The following table summarizes the activities for our unvested Financial PSUs for the period ended June 30, 2026(1):

As of June 30, 2026, the Company had unrecognized stock-based compensation related to performance stock units of approximately $7.7 million, which is expected to be recognized over a weighted-average period of 2.1 years.

TSR PSUs

TSR PSUs are subject to service and market-based vesting conditions and are earned based on the Company’s total shareholder return relative to the Nasdaq Composite Index. These awards are generally measured intwo equal tranches overtwo years andthree years performance periods, respectively, and the number of shares ultimately earned may range from 0% to 200% of target for each tranche, depending on relative TSR performance.

The following table summarizes the activities for ourunvested TSR PSUs for the period ended June 30, 2026:

(1) The number of Financial PSUs granted during the six months ended June 30, 2026 includes 60,242 PSUs previously modified from TSR PSUs, for which financial performance targets were established in March 2026 for the 2026 performance tranche.

The grant-date fair value is approximately $8.9 million, over the respective vesting period. The grant-date fair value was determined based on a Monte-Carlo valuation model using the following key assumptions:

As of June 30, 2026, the Company had unrecognized stock-based compensation related to performance stock units based on market conditions of $11.7 million, which is expected to be recognized over a weighted-average period of 2.3 years.

Nonemployee warrants

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

The aggregate intrinsic value represents the difference between the exercise price of the nonemployee warrants and the fair market value of common stock on the date of exercise. During the period ended June 30, 2026, there wereno exercises of nonemployee warrants.

No new nonemployee warrants were granted in the period ending June 30, 2026. As of June 30, 2026 all instruments have fully vested.

Stock Options

Stock options granted under the Company’s stock incentive plans generally vest over four years, subject to the holder’s continued service through the vesting date and expire no later than 10 years from the date of grant.

The aggregate intrinsic value represents the difference between the exercise price of the options and the fair market value of common stock on the date of exercise. The aggregate intrinsic value of the stock options exercised wasnil and $0.9 million for the period ended June 30, 2026, and December 31, 2025, respectively.

No new stock options were granted in the period ending June 30, 2026. As of June 30, 2026, there isno remaining unrecognized stock-based compensation related to unvested stock options.

Note 12. Financial and Other Income and Expenses

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

Note 13. Income Taxes

The tax provision for interim periods is determined using an estimate of our annual effective tax rate (“AETR”), adjusted for discrete items arising in the period. To calculate our estimated AETR, we estimate our income before taxes and the related tax expense or benefit for the full fiscal year (total of expected current and deferred tax provisions), excluding the effect of significant unusual or infrequently occurring items or comprehensive income items not recognized in the statement of income. Each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate does change, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions. Our effective tax rate in the future will depend on the portion of our profits earned within and outside of France.

In December 2021, the Organization for Economic Cooperation and Development (OECD) released Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of a minimum rate of 15% for multinational companies with consolidated revenue above €750 million. Numerous jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate. While the adoption of Pillar Two did not have a material impact on the six months ended June 30, 2026, the Company will continue to assess the ongoing impact as additional guidance becomes available.

The following table presents provision for income taxes:

For the six months ended June 30, 2026, the provision for income taxes differs from the nominal standard French rate of 25.0% primarily due to the application of the reduced income tax rate on the majority of the technology royalties income in France.

Note 14. Earnings Per Share

Basic Earnings Per Share

The components of Basic earnings per share ("EPS") for the periods presented were as follows:

Diluted Earnings Per Share

Diluted EPS considers the impact of potentially dilutive shares not yet issued from share-based compensation plans using the treasury stock method. There were no other potentially dilutive instruments outstanding as of June 30, 2026 and 2025. Consequently, all potential dilutive effects from shares are considered.

For each period presented, a contract to issue a certain number of shares (i.e., stock options and nonemployee warrants) was assessed as potentially dilutive if it was “in the money” (i.e., the exercise or settlement price is lower than the average market price).

The weighted average number of securities that were anti-dilutive for diluted EPS for the periods presented but which could potentially dilute EPS in the future are as follows:

Note 15. Commitments and contingencies

From time to time we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We evaluate developments relating to these matters on a regular basis and accrue a liability based on management’s best estimate when we believe a loss is probable and the amount can be reasonably estimated. For matters that do not include an estimate of the amount or range of possible loss, such amount or range cannot be reasonably estimated or is not individually material. We do not believe that the ultimate resolution of these matters will, individually or in the aggregate, have a material adverse effect on our business, results of operations, financial condition or cash flows. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Legal and Regulatory matters

As previously disclosed, the Company is party to a claim (Doe vs. GoodRx Holdings, Inc. et al. in the U.S. District Court for the Northern District of California) alleging violations of various state and federal laws. In the third quarter of 2025, the Company agreed to settle the matter for $7.0 million, subject to court approval. GoodRx agreed to indemnify the Company for $5.5 million, subject to court approval of the settlement with plaintiffs. In January 2026, the court denied approval of the proposed settlement. The parties then entered into the settlement agreement, and plaintiffs filed an Unopposed Motion for Preliminary Approval of Class Settlement on June 1, 2026. Based on management's assessment of the underlying facts and circumstances, including the status of settlement discussions and the indemnification arrangement with GoodRx, the Company recorded an estimated probable loss of $7.0 million in 2025. As of June 30, 2026, this amount is presented within “Contingencies-current portion”, and an indemnification receivable of $5.5 million is presented within “Prepaid expenses and other current assets”. The results of legal proceedings are inherently uncertain and it is reasonably possible that the ultimate loss may differ from the Company's estimate.

On July 9, 2025, aputative class action was filed against the Company, CVS and others in the U.S. District Court for the Central District of California, alleging violations of various laws regarding sensitive health and personal information. On October 27, 2025, the action was dismissed with respect to the Company. On November 7, 2025, a second amended putative class action complaint was filed against the Company, CVS and others in the U.S. District Court for the Central District of California, again alleging violations ofvarious laws regarding sensitive health and personal information. The plaintiffs seek damages and injunctive relief. On January 30, 2026, the plaintiffs filed a stipulation to dismiss the case. Mediation took place on March 17, 2026, and the parties engaged in discussions thereafter. While the Company continues to dispute the allegations of wrongdoing, as of the quarter ended June 30, 2026, it has recorded an accrual of the probable loss related to this matter. In July 2026, the Company and CVS entered into a settlement agreement, and the Company, CVS and the plaintiffs entered into a separate settlement agreement to resolve the matter, subject to court approval. The Company's ultimate payment obligation under its settlement agreement with CVS will depend on the outcome of the court approval process, and may differ from the amount accrued as of June 30, 2026. The Company does not believe that the resolution of this matter will have a material adverse effect on its consolidated financial position, results of operations, or cash flows.

On October 17, 2025, AlmondNet, Inc. and Intent IQ, LLC filed a patent-infringement lawsuit in the U.S. District Court for the District of Delaware against the Company. The complaint was served to the Company on October 21, 2025. The plaintiffs allege that certain features of the Company's Commerce Media Platform and related technologies infringe four U.S. patents. The plaintiffs seek damages and injunctive relief. In a related matter, during the second quarter of 2026, the Company conditionally agreed to indemnify Zeta Global Holdings Corp. ("Zeta") and its affiliate, LiveIntent, Inc., as required under the software license agreement between the parties, in connection with a separate action filed against Zeta and LiveIntent in 2024 by AlmondNet, Inc., Datonics, LLC, and Intent IQ, LLC in the U.S. District Court for the District of Delaware. The plaintiffs in that action allege that certain features of the technology used by Zeta, which was originally developed by the Company’s subsidiary Iponweb, infringetwo U.S. patents. The Company disputes the allegations of wrongdoing and intends to defend itself vigorously in these matters.

Non-income tax risks

For the six months ended June 30, 2026, the provision related to certain non-income tax matters recognized under ASC 450 – Contingencies, as of June 30, 2026 and December 31, 2025, respectively, was $23.3 million and $22.7 million.

These risks were initially identified and recognized as part of the Iponweb Acquisition in 2022. In accordance with the purchase agreement relating to the acquisition, the Company is indemnified against specific tax risks, and as such, an indemnification asset has been recorded. The indemnification asset is recorded as part of "Other noncurrent assets" on the consolidated statement of financial position.

Note 16. Breakdown of Revenue and Noncurrent Assets

The following table presents the Company's revenue disaggregated by major product for the periods presented:

The Company operates inthree geographical markets:

•Americas: North and South America;

•Europe, Middle-East and Africa; and

•Asia-Pacific.

The following table discloses our consolidated revenue for each geographical area for each of the reported periods. Revenue by geographical area is based mainly on the location of advertisers’ campaigns.

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

For each reported period, noncurrent assets (corresponding to the net book value of tangible and intangible assets) are presented in the table below. The geographical information includes such noncurrent assets from the locations of legal entities.

Note 17. Subsequent Events

Contribution of shares of consolidated entities

On July 9, 2026, the Company transferred the shares of certain operating subsidiaries held by Criteo S.A. to Criteo Technology, a wholly owned subsidiary domiciled in France. The contribution was accounted for as a common control transaction in accor dance with ASC 805-50. Accordingly, no pretax gain or loss was recognized in the consolidated financial statements. The transfer is expected to be tax-neutral in France but taxable in certain jurisdictions, resulting in approximately $5.8 million of income tax expense related to capital gains during 2026.

Conversion of the Parent Company from France to Luxembourg

On July 29, 2026, the Company completed its redomiciliation from France to Luxembourg through a cross-border conversion of Criteo S.A., from a French public limited liability company (société anonyme) into a Luxembourg public limited liability company (société anonyme). The Conversion was accounted for as a common control transaction in accordance with ASC 805-50. Accordingly, the Company’s assets and liabilities were carried over at their historical carrying amounts, and no gain or loss was recognized in the consolidated financial statements. The Company’s functional currency remains the Euro.

In connection with the Conversion, Criteo terminated its ADS structure and listed its Ordinary Shares directly on Nasdaq. At the effective time of the Conversion, each ordinary share of French Criteo (with a nominal value of €0.025 per share), including shares represented by the ADSs, converted intoone Ordinary Share of Lux Criteo (with nominal value of €0.025 per share), each time-based restricted stock unit and performance-based restricted stock unit of French Criteo continued as a time-based restricted stock unit and performance-based restricted stock unit respectively, of Lux Criteo and each warrant to obtain shares of French Criteo continued as a warrant to obtain an equal number of shares of Lux Criteo, respectively.

The Company's Ordinary Shares are listed on Nasdaq under the symbol "CRTO," and the Conversion did not affect the number of shares outstanding.

Cancellation of treasury shares

On July 30, 2026, a duly authorized representative of the board of directors of the Company appeared before a notary in Luxembourg to amend the Company’s articles of association to reflect a share capital reduction of the Company to EUR 1,230,722, represented by 49,228,895 Ordinary Shares with a nominal value of EUR 0.025 per share, resulting from the cancellation of 4,500,000 Ordinary Shares that were previously held in the Company’s treasury, effective as of July 30, 2026.

Amendment to Revolving Credit Facility

On July 29, 2026, the Company amended its multicurrency revolving credit facility. The amendment included the Company's request to extend the facility's maturity byone year, to September 2028, subject to the terms of the facility, and incorporated changes related to the Company's planned corporate redomiciliation and other conforming amendments, including updates to certain financial and sustainability metric definitions. The total committed borrowing capacity under the facility remained unchanged.

Chief Financial Officer Transition

On August 5, 2026, the Company announced that its Board of Directors appointed Connor McGogney, the Company’s current Chief Strategy Officer, as Chief Financial Officer, effective August 10, 2026, succeeding Sarah Glickman. Effective upon Mr. McGogney’s appointment, Ms. Glickman will cease serving as Chief Financial Officer and will serve as a senior advisor through the cessation of her employment on September 30, 2026, to facilitate an orderly transition. Mr. McGogney will also continue to oversee the Company’s strategic planning, corporate development and partnerships functions.