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CRITEO Q2 2026 EARNINGS AUGUST 5 , 2026 INVESTOR PRESENTATION
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2 SAFE HARBOR STATEMENTThis presentation contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are basedon our management’s beliefs and assumptions and on information currently available to them. All statements other than present and historical facts and conditions contained in this presentation, including statementsregarding our possible or assumed future results of operations and financial position, plans and objectives for future operations, business strategies (including our use and expected use of AI), financing plans,projections, competitive position, industry environment, potential growth opportunities, potential market opportunities, potential acquisition opportunities or strategic transactions (including the Company’s completedtransfer of legal domicile from France to Luxembourg via a cross-border conversion (the "Conversion") and the proposed transfer of the Company’s legal domicile from Luxembourg to the United States via the merger ofthe Company into a newly incorporated and wholly-owned U.S. subsidiary (the “U.S. Merger”)), expected growth in commerce media and advertising spend generally (including client flexibility to increase or decreasespend), and the effects of competition or client in-housing and other actions by our counterparties, are forward-looking statements and involve risks and uncertainties that could cause actual results to differ materially.Factors that could cause or contribute to such a difference include, but are not limited to: the failure to obtain the required shareholder vote to adopt the proposals needed to complete the U.S. Merger; failure to satisfyany of the other conditions to the U.S. Merger; the U.S. Merger not being completed; the impact or outcome of any legal proceedings or regulatory actions that may be instituted against us in connection with theConversion or the U.S. Merger; failure to maintain the listing of our shares on Nasdaq or failure to list our stock on the New York Stock Exchange following the U.S. Merger or maintain our listing thereafter; inability to takeadvantage of the potential strategic opportunities provided by, and realize the potential benefits of, the Conversion or the U.S. Merger; the disruption of current plans and operations by the Conversion or the U.S. Merger;the disruption to the Company's relationships, including with employees, landowners, suppliers, lenders, partners, governments and shareholders; the future financial performance of Criteo, including our anticipatedgrowth rate and market opportunity, changes in shareholders' rights as a result of the Conversion or the U.S. Merger; difficulty in adapting to operating under the laws of Luxembourg or the United States; the delay orabandonment of the U.S. Merger; costs or taxes related to the Conversion or the U.S. Merger. In addition, macro-economic conditions including inflation, fluctuating interest rates in the U.S., and changes in political andeconomic conditions or policies and related uncertainties (such as the imposition and enforceability of tariffs), have impacted and may continue to impact Criteo’s business, financial condition, cash flow and results ofoperations. The dynamic nature of the aforementioned circumstances, among other matters, means that what is said in this presentation could materially change at any time. Forward-looking statements include allstatements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “can,” “could,” “estimates,” “expects” “intends,” “is designed to,” “may,” “might,” "objectives," “plans,”“potential,” “predicts,” “projects,” "seeks," “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and otherfactors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation, and nothing in this presentation should be regarded as a representation by any person that these beliefsor assumptions will take place or occur. You should read the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026, as amended,subsequent Quarterly Reports on Form 10-Q, and the Registration Statement on Form S-4 expected to be filed by a subsidiary of the Company in connection with the U.S. Merger, including the Risk Factors set forththerein and the exhibits thereto, as well as future filings and reports by the Company, completely and with the understanding that our actual future results may be materially different from what we expect. Except asrequired by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements,even if new information becomes available in the future.This presentation includes certain non-GAAP financial measures as defined by SEC rules, including forward-looking measures. As required by Regulation G, we have provided a reconciliation of those measures to themost directly comparable GAAP measures, which is available in the Appendix slides. Reconciliations also are available in our earnings release for the second quarter 2026, which is available on our website atwww.criteo.com. Reconciliations of our forward-looking non-GAAP measures to the closest corresponding GAAP measure are not available without unreasonable efforts due to the high variability, complexity and lowvisibility with respect to the charges excluded from these non-GAAP measures (in particular, the measures and effects of equity awards compensation expense specific to equity compensation awards that are directlyimpacted by unpredictable fluctuations in our share price), which could have a potentially significant impact on our future U.S. GAAP results.
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3 PROGRESS ON 2026 PRIORITIESPROGRESS ON 2026 PRIORITIESMICHAEL KOMASINSKICHIEF EXECUTIVE OFFICER
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4 PERFORMANCE & PER SONALIZATION AT SCALEVIDEO & CTVSOCIALIN-APPRE TAIL MEDIAAI PLATFORMS OPE N WEBCOMMERCE INTE LLIGENCE ACROSS CHANNELS•Lead in agentic AI and AI-assisted commerce, including our OpenAI partnership•Scale our AI-powered performance engine across channels, the full funnel, and self-service with Criteo GO•Strengthen Retail Media leadership by helping retailers shape the future of commerce EXECUTING AGAINST OUR STRATEGIC PRIORITIES
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5 COMMERCE INTELLIGENCE IS THE FOUNDATION OF OUR STRATEGYCOMMERCE DATA AT SCALELeverage granular, real-time, normalized shopping intelligenceRECOMMENDATION SYSTEMPredict what shoppers want nextMODEL CONTEXT PROTOCOL (MCP)Deliver product and shopper information to AI agentsEnabling conversational ads and sponsored products in chat-like experiences, powered by our agentic recommendation service•Real-time, intelligent audience creation and insights that eliminate the friction of traditional workflows•Media activation in agent interfacesOpenAI’s first AdTech partner, integrating our demand into ChatGPT’s advertising offering 1 Trillion+ Annual Ecommerce Transactions 3,700Product CategoriesIN-PLATFORM USE CASESCONVERSATIONAL SHOPPING EXPERIENCES5 Billion Product SKUsOUR FOCUSAI PLATFORM ADVERTISING 740 MillionDaily Active Shopper11. Reach of 740 million Daily Active Users across the open internet, and more than 3 billion Daily Active Users across channels, including social
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6 AI PLATFORMS UNLOCK A NEW DISCOVERY CHANNELPROMPT SMART ADS 80% of ad-driven ChatGPT Ads traffic comes from new customersDemand integration with OpenAI’s advertising offering in ChatGPT Free and Go versions •Over two thousand brands live, with incremental budgets from both existing and new clients•Expansion across seven countries•Available in Criteo GO•Pioneering new category for Retail MediaFIRST ADVERTISING TECHNOLOGY PARTNER FEED-BASED AD*PROMPT SMART ADS**Images are mockups used for illustration purposes
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7 Agent & Chat InterfacesPrompt"Launch a full funnel campaign with a $1M budget to increase sales of our new laptop, premium inventory only" "Which campaigns are lagging and what actions should I take?"“I need to plan a birthday party for ten 8-year-old kids, princess theme”“I love hiking in the Alps and need new waterproof boots” Authentication Layer / API KeyUserCriteo MCPResourcesContext and data for the user or the AI model to usePromptsTemplated messages and workflows for usersToolsFunctions for the AI model to executeCriteo AssetsAgents•Audience creation•Insights•Campaign creation•Troubleshooting•RecommendationsProduct recommendation API•Commerce data•Deep recommendation•Deep relevanceShopper Agency custom agentEnterprise agent Marketing APIs•Reporting•Campaign creation•Creatives•CatalogMarketerPublisherAgency IllustrativeRetailer / publisher shopping assistantPersonal shopping assistant OUR MCP FACILITATES SEAMLESS INTEROPERABILITY
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8 SCALING OUR PERFORMANCE ENGINEFULL FUNNEL+Augmented suite of commerce discovery capabilities, including upper funnel video& CTV capabilities to deliver superior scaleand performanceSELF-SERVICE+Outcome-based commerce automation withmulti-channel reach, gen AI-powered creative capabilities and a self-service experience in GO CROSS CHANNEL+AI-powered performance campaigns for acquisition and retention goals across open web, social andAI platform inventories
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9 AI-powered automated campaigns from product discovery to purchase MaximizeCross-Channel Reach Improve Performance Save Time & EffortFull self-service launched at the end of Q1 2026 1 in 2 campaigns now going through GO for small clients globally~80% of revenue from GO in the U.S. is cross-channelOpenAI inventory is now available for GO users DEFINEYOUR GOALSET YOUR BUDGETREVIEW & LAUNCHMEASURE & SCALEDESIGN YOUR AD Discovery Consideration Conversion Retain WE DRIVE PERFORMANCE THROUGHOUT THE ENTIRE BUYER JOURNEY
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1 0 CRITEO VS. THE MARKET1(Q4 2023 = 100)1. Media spend growth in Retail Media: Criteo vs. overall market (source: Skai as of Q2 2026) STRENGHTENING OUR RETAIL MEDIA LEADERSHIPTRACTION WITH NEW FORMATSLEADING FOOTPRINTSponsored Ads in retailer AI assistants: Launched with Albertsons’ in Q2 and growing pipeline for this new format85+Retailers adopting auction-based display in Q2’26 (vs. 60 in Q1’26) 235+Retailers, including 75% of Top 30 U.S. & 40% of Top 50 EMEA retailers 4,500+Global brands~$527M In media spend, up 31% YoY Q4'23 Q1'24 Q2'24 Q3'24 Q4'24 Q1'25 Q2'25 Q3'25 Q4'25 Q1'26 Q2'26CriteoMarket
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1 1 WE BRING MORE INTELLIGENT RETAIL EXPERIENCES PROMOMONETIZATIONEXPERIENCEMERCHANDISINGHigher RevenueRetailers balance monetization, experience, and merchandising in real-time. Greater VisibilityBrands gain visibility to make smarter decisions and drive better performance.Better Shopping ExperienceShoppers have a seamless experience and are enabled to make faster, easier decisions. CRITEO PAGE INTELLIGENCE
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1 2 WE POWER RETAILER AI ASSISTANT ADS Benefit from a seamless, relevant discoveryFor shoppers, discover relevant products naturally through conversationReach Shoppers at high-intent momentsFor brands, engage shoppers as they explore, compare, and decideMonetize AI-driven discoveryFor retailers, unlock a new retail media opportunity within AI-powered shopping experiences Operate and measure seamlessly Leverage trusted controls, optimization engines, and transparent closed-loop measurement to continuously improve the customer experience
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1 3 FINANCIAL AND OPERATIONAL UPDATEFINANCIAL AND OPERATIONAL UPDATESARAH GLICKMANCHIEF FINANCIAL OFFICER
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1 4 Q2 2026 FINANCIAL HIGHLIGHTSNet Income$428MRevenueContribution ex-TAC3Adj. EBITDANon-GAAP Diluted EPSFree Cash Flow4 +9%2-3%-12%2-18%-13%% YoYvs. Guidance$1,116MMedia Spend1 -11%2-49%Below$255M$73M$12M$0.80$(38)MAbove-44%$0.22Diluted EPSGross Profit-14%$222M1. Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients; it is an operational metric calculated using company plan rates (EUR/USD rate of 1.1665; JPY/USD rate of 0.0063)2. At constant currency3. Reflecting a $21M headwind, or about a 7-percentage point drag on growth, related to previously communicated scope changes with two Retail Media clients4. Free Cash Flow is defined as cash flow from operating activities less net acquisition of intangible assets, property and equipment. Please refer to the supplemental financial tables provided in the appendix of this presentation for a reconciliation of Free Cash Flow to cash from operating activities
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1 5 WE DELIVERED SOLID MEDIA SPEND GROWTH IN Q2KEY DRIVERS:A third of media spend activated through agenciesClient retention close to 90%Halfof our Commerce Growth clients use more than one solution1. Media spend is an operational metric calculated using company plan rates (EUR/USD rate of 1.1665; JPY/USD rate of 0.0063)2. At constant currency3. Excluding our largest retailer client given previously communicated scope changesRETAIL MEDIAPERFORMANCE MEDIA$527M in media spend1, up +31%2YoYContribution ex-TAC of $47M, reflecting a $21M headwind related to previously communicated scope changes with two Retail Media clientsExcluding these clients, Contribution ex-TAC grew +20% in Q2 across the underlying client base, and underlying client base take rate was consistent YoY+113% same-retailer Contribution ex-TAC retention3$589M in media spend1, down -5%2YoYoCommerce Growth, down -10%2YoY , primarily led by client specific spending decisions among several large clients, while the broader client base remained resilient oAdTech services, up +19%2YoYContribution ex-TAC of $208M, down -10%2
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1 6 ROBUST BALANCE SHEET, CASH, AND LIQUIDITY POSITION 1. As of June 30, 2026, includes $252M of cash and cash equivalents, $51M of marketable securities and $464M in committed financing (based on EUR/USD rate of 1.1394)~$767M1total financial liquidity and no long-term debt$30M of stock repurchased in Q2 2026$160Mleft on share repurchase authorization as of the end of June 2026Dec 2025 Jun 20262,201 2,011Dec 2025 Jun 2026BALANCE SHEET -TOTAL ASSETS ($M) FREE CASH FLOW($M)389Marketable securities303Financial flexibility to support organic growth investments, M&A and share repurchase programCASH & CASH EQUIVALENT ($M) YTD FCF of $(22)M, reflecting seasonalityTrailing 12-month FCF of $180M Expect strong FCF generation in H2 2026 in line with business seasonality
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1 7 2026 OUTLOOK 1. Before any non-recurring items; we anticipate higher CAPEX in 2026 compared to 2025, primarily related to the renewal of certain data centers BACKDROP: Extrapolation of current Performance Media spending trends and prudent macroeconomic assumptions; previously communicated scope reductions for two Retail Media clients; continued investment in agentic AI while maintaining financial disciplineQ3 2026FY 2026$237M to $241M, or -15% to -14% at constant currencyUnderlying high-single-digit decline excl. $20M Retail Media headwindTargeting -12% to -10% declineat constant currencyUnderlying mid-single-digit decline excl. $75M Retail Media headwindContribution ex-TAC•Uncertain macro-economic environment•Impact of previously communicated Retail Media client scope reductions•~$6M TO $8M FX headwind YoY•High-single digit decline YoY in Performance Media•Retail Media down in the mid- to high-teens YoY , driven by client scope reductions (unchanged)•Underlying YoY acceleration of high-teens to 20%•Up to $2M positive FX impact YoY$54M to $58M~30% of Contribution ex-TACAdjusted EBITDA•Cost containment and productivity gains•High ROI investments in agentic AI and growth areas•High ROI investments in agentic AI and growth areas•Cost containment and productivity gains•85% Adj. EBITDA to Operating Cash Flow conversion; 35% Adj. EBITDA to Free Cash Flow conversion1
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1 8 WHY INVEST IN CRITEOKEY POINTSStrong cash generation, no long-term debt, flexibility to invest for growthSeasoned managementteam, culture of innovation, client-centricity and accountability Disciplined capital allocation strategy focused on shareholder value creation 01The leading independent commerce intelligence platform delivering cross-channel, full-funnel, self-service advertising that drives measurable outcomes and addresses the largest secular growth trends in advertising, including Retail Media and AI platformsSustainable competitive advantage from commerce data foundation, global scale and integrated full-funnel solutionsTechnology leadership built on 20 years of commerce AI, trusted by many of the world’s largest retailersAttractive combination of sustainable growth while driving strong profitability020304050607
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1 9 APPENDIXAPPENDIX
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2 0 SEGMENT REPORTING - DEFINITIONSPERFORMANCE MEDIA RETAIL MEDIAThis segment encompasses revenue generated from brands, agencies and retailers for the purchase and sale of retail media digital advertising inventory, audiences, and services.•From a product perspective, Retail Media revenues derive from our Commerce Max demand solution, our retailer monetization solution suite, Commerce Yield, and additional retailer monetization opportunities through our Commerce Grid SSP .This segment encompasses our targeting capabilities and supply and AdTech services. •From a product perspective, Performance Media includes commerce activation through Commerce Growth and GO, monetization through our Commerce Grid SSP and our AdTech capabilities.
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2 1 CRITEO BY THE NUMBERS~17,000clients~740 million Daily Active Users (DAUs)3~1,200R&D & Product employees$4.5 billion annual media spend1~$1+ trillionecommerce sales across customer base20+ years of expertise in commerce-focused AI~75%of top 100 ComScore publishers in largest markets~$39 billion of commerce outcomes for clients100+markets globally~75%of top-30 U.S. & ~40% of top-50 EMEA retailers2~2 trillionads served per year~5 billion product SKUs1. Media spend is defined as working media spend allocated to Retail Media campaigns and media spend activated on behalf of Performance Media clients2. Retailers in our largest markets that have a monetization program, excluding Amazon3. Reach of 740 million Daily Active Users across the open internet, and more than 3 billion Daily Active Users across channels, including social
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2 2 WE HAVE A LEADING COMMERCE INTELLIGENCE PLATFORM Commerce Media Demand Solution for enterprise brands, retailers and agencies Commerce Outcomes for performance marketers, retailers and agencies Commerce Media Monetization Platformfor enterprise retailers and marketplaces Commerce Supply Side Platform for media owners and agencies RETAIL MEDIA RETAIL MEDIA PERFORMANCE MEDIA PERFORMANCE MEDIACROSS-CHANNEL FULL-FUNNEL SELF-SERVICE
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2 3 BROAD CHANNEL REACH STRENGTHENS CRITEO’S MARKET POSITION Note: Q2 2026 media spend mix. This chart does not include AdTech services Retail MediaSocialAI PlatformsCTV & OLVMobileDesktop
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2 4 COMMERCE GROWTH DIVERSIFIED MIXLTM GLOBAL SPEND BY CLIENT TYPELargeMid-sizedSmallLTM GLOBAL MEDIA SPEND BY REGIONAmericasAPACEMEALTM GLOBAL MEDIA SPEND BY VERTICALMarketplacesFashionDepart. storesOther retailTravel
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2 5 INDUSTRY RECOGNITIONSCriteo received the 2026 Global Recognition Award for Inclusive Workplace Culture, recognizing its strong commitment to inclusion and employee development.1. Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose. GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the U.S. and internationally and is used herein with permission. All rights reserved.2. IDC, IDC MarketScape: Worldwide Retail Media Network Service Providers 2024 Awarded one of the Top 50 inspiring Workplaces in North America in 2022Criteo named 2023 Best Employer by Glassdoor Criteo became a member of 2023 Bloomberg Gender-Equality Index Criteo named one of the Top hottest AdTech companies of 2022 and 2023Criteo was featured in The Omnichannel Advertising Platforms Landscape, Q4 '25.Criteo was named one of the 9 Notable Large Size Vendors in The Creative Advertising Technologies Landscape Report, Q2 2024 Criteo recognized as a Representative Vendor in the July 2024 Gartner* Market Guide for Ad Tech Platforms1 Criteo secured the Leader position in the “IDC MarketScape: Worldwide Retail Media Network Service Providers 2024”2Criteo was named “Major Player in the IDC MarketScape: Worldwide Connected TV Advertising Platform 2025” Criteo was named one of the 10 Notable Large Size Vendors in the Frost & Sullivan Frost Radar for Supply Side Platforms 2024 Criteo was recognized in Q1’26 in the Frost & Sullivan “SSP Radar as one of the leading global SSP providersCriteo’s CEO, Michael Komasinski, was named in ADWEEK’s AI Power 50 in 2026Criteo earned Ecovadisbronze medal in 2025 (70/100 points) Criteo achieved a 37/100 score in the S&P CSA questionnaire in 2025 Criteo achieved a B- score in the CDP questionnaire in 2025 Criteo joined the UN Global Compact movement in 2025 Criteo was included in the Frost & Sullivan “SSP Landscape” report for the first time in Q2’26Criteo was named Leader in the SPARK Matrix for Retail Media Network and Monetization Platform by QKS Group, Highest Placement in Q2 '26 Criteo won Ragan’s HR Awards 2026 for Employee Experience, recognizing our Criteo Cares communities' impact on workplace culture Criteo received the 2026 Global Recognition Award for Workplace Culture, recognizing its strong commitment to inclusion and employee development
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2 6 We are the retail media partner of choiceRETAIL MEDIA FOOTPRINT IN THE AMERICAS 2 yearsAverage contract duration2~75%Top 30 U.S. Retailers1Note: We partner with many of our retailer clients in a white label capacity1. Retailers in our largest markets that have a monetization program, excluding Amazon2. For retailer clients on Criteo’s Platform in the Americas
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2 7 RETAIL MEDIA FOOTPRINT IN EMEA2 yearsAverage contract duration2~40%Top 50 EMEA Retailers1Note: We partner with many of our retailer clients in a white label capacity1. Retailers in our largest markets that have a monetization program, excluding Amazon2. For retailer clients on Criteo’s Platform in EMEA We are the retail media partner of choice
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2 8 RETAIL MEDIA FOOTPRINT IN APACWe continue to grow our footprint Note: We partner with many of our retailer clients in a white label capacity
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2 91. At constant currencyQ1’25Q2’25Q3’25Q4’25Q1’26Q2’26YoY1Contribution ex-TACin $m58.860.066.374.640.647.2-22%RETAIL MEDIA205.6232.1221.9255.4209.8208.3-10%PERFORMANCE MEDIA264.4292.1288.1330.0250.4255.5-12%TOTAL CONTRIBUTION EX-TAC SEGMENT
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3 0 CONTRIBUTION EX-TAC RECONCILIATIONQ1’25Q2’25Q3’25Q4’252025Q1’26Q2’26$ in millions237.0258.5256.5297.41,049.4222.7222.2Gross Profit27.433.631.732.6125.227.633.3Other Cost of Revenue264.4292.1288.1330.01,174.6250.4255.5Contribution ex-TAC
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3 1 ADJUSTED EBITDA RECONCILIATION 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 presentation2. 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 browser3. 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 $1.5 million as of September 30, 20254. Other noncash or nonrecurring events in the first quarter of 2026 include costs related to nonrecurring litigation matters 2025Q1’25Q2’25Q3’25Q4’25Q1’26Q2’26$ in millions149.440.022.940.146.48.611.8Net income Adjustments:(0.5)(1.9)1.8-(0.3)(1.9)(0.3)Financial expense (income)54.210.55.711.526.53.73.6Provision for income taxes59.615.921.515.17.113.816.6Equity related compensation and related social contribution expenses1 0.80.20.20.20.20.20.2Pension service costs122.325.735.829.831.128.431.6Depreciation and amortization expense2 -------Acquisition-related costs18.51.90.66.99.210.29.9Restructuring, integration and transformation costs2.4-0.91.5-2.0-Other noncash or nonrecurring events2, 3, 4257.352.166.565.073.756.361.5Total net adjustments406.792.189.4105.1120.164.973.3Adjusted EBITDA
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3 2 ADJUSTED NET INCOME AND DILUTED EPS RECONCILIATION 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 presentation2. During the second quarter of 2025, the Company recorded a nonrecurring impairment charge of approximately $0.9 million 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 browser3. 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 $1.5 million as of September 30, 20254. Other noncash or nonrecurring events in the first quarter of 2026 include costs related to nonrecurring litigation matters 2025Q1’25Q2’25Q3’25Q4’25Q1’26Q2’26$ in millions149.440.022.940.146.48.611.8Net income Adjustments:59.615.921.515.17.113.816.6Equity related compensation and related social contribution expenses1 37.19.09.69.98.56.66.7Amortization of acquisition-related intangible assets 18.51.90.66.99.210.29.9Restructuring, integration and transformation costs 2.4-0.91.5-2.0-Other noncash or nonrecurring events2, 3, 4(13.9)(3.9)(4.7)(3.1)(2.1)(4.0)(4.4)Tax impact of the above adjustments 103.622.827.930.222.728.528.8Total net adjustments253.062.850.870.369.137.140.5Adjusted net income Weighted average shares outstanding: 52,934,526 53,979,157 52,986,068 52,565,601 52,234,730 50,352,465 49,664,392Basic54,792,540 57,195,89855,133,569 53,760,200 53,107,946 50,965,93350,545,915Diluted Adjusted net income per share:4.781.160.961.341.320.740.82Basic 4.621.100.921.311.300.730.80Diluted
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3 3 FREE CASH FLOW RECONCILIATION2025Q2’25Q2’26($ in millions)311.2(1.4)20.3CASH PROVIDED BY (USED FOR) OPERATING ACTIVITIES(102.7)(35.3)(58.2)Acquisition of intangible assets, property and equipment2.00.40.4Disposal of intangibles assets, property and equipment 210.5(36.3)(37.5)FREE CASH FLOW
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3 4 2026 ADDITIONAL MODELING ASSUMPTIONS•Retail Media 2026 headwind assumptions reflect previously communicated scope changes with two Retail Media clients:2026Q4’26Q3’26Q2’26Q1’26757202127Impact of Retail Media Headwinds ($M)2023 2024 2025 2026 EIntangible CapexTangible CapexPayables from prior period•We continue to expect higher CAPEX in 2026 compared to 2025, primarily related to the renewal of two large data centers $190M$101M$77M$114M
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3 5 FOREIGN EXCHANGE IMPACT
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3 6 FOREIGN EXCHANGE SENSITIVITY ANALYSISEstimated Impact on Contribution ex-TAC ($M)FY’26Q3’26FY’26Q3’26VarianceGuidance rate1EUR/USD-2.1-1.0 -3.0-0.6 1%0.863VarianceGuidance rate1JPY/USD-0.2-0.1 -1.1-0.31%159VarianceGuidance rate1GBP/USD-0.1-0.1-0.6-0.11%0.746VarianceGuidance rate1KRW/USD-0.10.0-0.3-0.11%1,500 •~24% of our Contribution ex-TAC is exposed to EUR, ~10% is exposed to JPY , ~4% is exposed to GBP and ~3%is exposed to KRW in Q2 2026•Estimated translation impact of a 1% appreciation of the USD: Estimated Impact on Expenses ($M)1. Guidance assumptions as of August 5, 2026